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Abengoa S.A. — Annual Report 2010
Dec 31, 2010
1776_10-k_2010-12-31_c31746ce-f04b-4201-8f8d-db3e36e1ca86.pdf
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- External Auditor's Report $\overline{\mathbf{3}}$ 2010 Consolidated Annual Accounts 5 Auditor's PCAOB Report on Internal Control over Financial Reporting 302
- Consolidated Analytical Report 308
Annual Report 2010ABENGOA External Auditor's Report


Annual Report 2010
BENGOA
This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
AUDITOR'S REPORT ON THE CONSOLIDATED ANNUAL ACCOUNTS
To the shareholders of Abengoa, S.A. Sevilla
We have audited the consolidated annual accounts of Abengoa, S.A. (parent company) and its subsidiaries (the Group), consisting of the consolidated statement of financial position at 31 December 2010, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement and related notes to the consolidated annual accounts for the year then ended. As explained in Note 2.1, the directors of the company are responsible for the preparation of these consolidated annual accounts in accordance with the International Financial Reporting Standards as endorsed by the European Union, and other provisions of the financial reporting framework applicable to the group. Our responsibility is to express an opinion on the consolidated annual accounts taken as a whole, based on the work performed in accordance with the legislation governing the audit practice in Spain, which requires the examination, on a test basis, of evidence supporting the consolidated annual accounts and an evaluation of whether their overall presentation, the accounting principles and criteria applied and the estimates made are in accordance with the applicable financial reporting framework.
In our opinion, the accompanying consolidated annual accounts for 2010 present fairly, in all material respects, the consolidated financial position of Abengoa, S.A. and its subsidiaries at 31 December 2010 and the consolidated results of its operations and the consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as endorsed by the European Union, and other provisions of the applicable financial reporting framework.
The accompanying consolidated directors' Report for 2010 contains the explanations which the directors of Abengoa, S.A. consider appropriate regarding the Group's situation, the development of its business and other matters and does not form an integral part of the consolidated annual accounts. We have verified that the accounting information contained in the aforementioned directors' Report is in agreement with that of the consolidated annual accounts for 2010. Our work as auditors is limited to checking the consolidated directors' Report in accordance with the scope mentioned in this paragraph and does not include a review of information other than that obtained from the accounting records of Abengoa, S.A. and its subsidiaries.
PricewaterhouseCoopers Auditores, S.L.
Gabriel López
Partner
23 February 2011
PricewaterhouseCoopers Auditores, S.L., Concejal Francisco Ballesteros, 4 41018 Sevilla, España T: +34 954 981 300 F: +34 954 981 320, www.pwc.com/es
R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª. Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290
Annual Report 2010ABENGOA Consolidated Financial Statements

Page
| 3 | Consolidated FinancialStatements as ofDecember 31, 2010 |
|---|---|
| 6 | a) Consolidated Statementof Financial Position |
| 8 | b) Consolidated IncomeStatement |
| 10 | c) Consolidated Statement ofComprehensive Income |
| 12 | d) Consolidated Statementof Changes in Equity |
| 14 | e) ConsolidatedCash Flow Statement |
| 16 | f) Notes to the ConsolidatedFinancial Statements |
| 152 | g) Appendices |
| 203 | h) ConsolidatedManagement Report |
Annual Report 2010ABENGOA Consolidated Financial Statements

Consolidated Statement of Financial Position
Consolidated Statement of Financial Position of Abengoa as of December 31, 2010 and 2009 and January 01, 2009Figures in thousands of euros -
| Assets | Note (1) | 12/31/2010 12/31/2009 01/01/2009 | |||
|---|---|---|---|---|---|
| A. Non-Current Assets | |||||
| Goodwill | 1,427,312 | 1,331,381 | 967,658 | ||
| Other intangible assets | 498,322 | 246,460 | 101,060 | ||
| Provisions and amortization | (132, 122) | (86, 957) | (11, 827) | ||
| T. | Intangible Assets | $\overline{\mathbf{4}}$ | 1,793,512 | 1,490,884 | 1,056,891 |
| Property, plant & equipment | 2,253,939 | 2,583,581 | 1,507,215 | ||
| Provisions and depreciation | (613, 652) | (719, 382) | (472, 153) | ||
| Ш. | Property, plant & equipment | 5 | 1,640,287 | 1,864,199 | 1,035,062 |
| Intangible assets | 3,309,171 | 2,276,636 | 1,340,794 | ||
| Provisions and amortization | (193, 959) | (134, 380) | (66, 182) | ||
| Property, plant & equipment | 3,166,964 | 1,701,681 | 1,149,881 | ||
| Provisions and depreciation | (537, 380) | (220, 663) | (174, 720) | ||
| III. Fixed Assets in Projects (Project Finance) | 6 | 5,744,796 | 3,623,274 | 2,249,773 | |
| Investments in associates | $\overline{7}$ | 48,585 | 81,592 | 50,043 | |
| Available for Sale Financial Assets | 10 | 50,467 | 54,476 | 74,356 | |
| Financial account receivables | 12 | 259,750 | 161,736 | 132,208 | |
| Derivative financial instruments | 11 | 127,553 | 45.458 | 99.798 | |
| IV. Financial Investments | 486,355 | 343,262 | 356,405 | ||
| v. | Deferred Tax Assets | 21 | 885,666 | 672,088 | 409,299 |
| Total Non-Current Assets | 10,550,616 | 7,993,707 | 5,107,430 | ||
| B. Non-Current Assets of disposal group classified as held for sale (discontinued operations) | 1,032,333 | ||||
| C. Current Assets | |||||
| ı. | Inventories | 8 | 385,016 | 345,589 | 316,093 |
| Trade receivables | 1,446,599 | 1,459,501 | 919,351 | ||
| Credits and other receivables | 694,844 | 542,668 | 423,954 | ||
| Ш. | Clients and Other Receivables | 12 | 2,141,443 | 2,002,169 | 1,343,305 |
| Available for Sale Financial Assets | 10 | 29,868 | 43,488 | 45,283 | |
| Financial account receivables | 12 | 862,407 | 413,192 | 541,644 | |
| Derivative financial instruments | 11 | 21,321 | 25,284 | 74,776 | |
| III. Financial Investments | 913,596 | 481,964 | 661,703 | ||
| IV. Cash and Cash Equivalents | 13 | 2,983,155 | 1,546,431 | 1,333,748 | |
| Total Current Assets | 6,423,210 | 4,376,153 | 3,654,849 | ||
| Total Assets | 16,973,826 | 12,369,860 | 9,794,612 |
(1) Notes 1 to 41 are an integral part of these Consolidated Financial Statements at 31 December 2010.
Consolidated Statement of Financial Position of Abengoa as of December 31, 2010 and 2009 and January 01, 2009 - Figures in thousands of euros -
| Shareholders' Equity and Liabilities | 12/31/2010 12/31/2009 01/01/2009 | ||||
|---|---|---|---|---|---|
| A. Equity attributable to owners of the parent | |||||
| ı. | Share Capital | 22,617 | 22,617 | 22,617 | |
| Ш. | Parent Company Reserves | 23 | 322,011 | 292,286 | 228,534 |
| III. Other Reserves | 24 | (98, 947) | (81, 153) | 2,100 | |
| Fully or proportionally consolidated companies | 265,041 | 31,660 | (249, 631) | ||
| AssociatesIV. Translation Differences | 25 | 1,455266,496 | 2,77834,438 | (483)(250, 114) | |
| V. Retained Earnings | 26 | 677,498 | 534,514 | 403,652 | |
| B. Non-controlling Interests | 27 | 440,663 | 368,274 | 220,698 | |
| Total Equity | 1,630,338 | 1,170,976 | 627,487 | ||
| C. Non-Current Liabilities | |||||
| ı. | Long-Term Non-Recourse Financing (Project Financing) | 15 | 3,557,971 | 2,748,015 | 1,883,443 |
| Borrowings | 2,633,751 | 2,097,508 | 2,262,877 | ||
| Notes and bondsFinance lease liabilities | 1,690,81636,250 | 442,39733,971 | 10.084 | ||
| Other loans and borrowings | 80,882 | 88,092 | 127,376 | ||
| Ш. | Corporate Financing | 16 | 4,441,699 | 2,661,968 | 2,400,337 |
| III. | Grants and Other Liabilities | 17 | 171,402 | 137,235 | 33,658 |
| IV. Provisions for Other Liabilities and Charges | 19 | 153,789 | 135,471 | 184,649 | |
| v. | Derivative Financial Instruments | 11 | 289,997 | 213,101 | 141,040 |
| VI. Deferred Tax Liabilities | 21 | 312,271 | 246,725 | 123,432 | |
| VII. Personnel liabilities | 24,629 | 15,225 | 8,446 | ||
| Total Non-Current Liabilities | 8,951,758 | 6,157,740 | 4,775,005 | ||
| D. Non Current Liabilities for disposal group classified as held for sale (discontinued operation | 756,811 | ||||
| E. Current Liabilities | |||||
| ı. | Short-Term Non-Recourse Financing (Project Financing) | 15 | 492,139 | 185,352 | 249,284 |
| Borrowings | 632,757 | 612,382 | 218,949 | ||
| Notes and bonds | 32,501 | 5,958 | $\mathbf 0$ | ||
| Finance lease liabilities | 16,493 | 17,871 | 6,138 | ||
| Ш. | Other loans and borrowingsCorporate Financing | 16 | 38,147719,898 | 1,267637,478 | ∩225,087 |
| III. Trade Payables and Other Current Liabilities | 18 | 4,730,822 | 3,820,729 | 2,897,585 | |
| IV | Current Tax Liabilities | 342,970 | 292,829 | 183,148 | |
| V | Derivative Financial Instruments | 11 | 91,443 | 96,007 | 65,861 |
| M | Provisions for Other Liabilities and Charges | 14,458 | 8,749 | 14,344 | |
| Total Current Liabilities | 6,391,730 | 5,041,144 | 3,635,309 | ||
| Total Equity and Liabilities | 16,973,826 | 12,369,860 | 9,794,612 |
(1) Notes 1 to 41 are an integral part of these Consolidated Financial Statements at 31 December 2010.
Annual Report 2010ABENGOA Consolidated Financial Statements

Consolidated Income Statement
Consolidated Income Statement of Abengoa for the years ended December 31, 2010 and 2009
- Figures in thousands of euros -
| Note (1) 12/31/2010 12/31/2009 | |||
|---|---|---|---|
| Revenue | 29 | 5,566,149 | 4,147,315 |
| Changes in inventories of finished goods and work in progress | 27,312 | (23, 662) | |
| Other operating income | 30 | 841,594 | 1,275,627 |
| Raw materials and consumables used | (3,752,660) | (3,057,700) | |
| Employee benefit expenses | 3148586 | (865, 303)(320, 559) | (736, 027) |
| Depreciation, amortization and impairment chargesResearch and development costs | 32 | (52,084) | (319, 436)(51, 145) |
| Other operating expenses | 33 | (822, 654) | (803,992) |
| Operating Profit | 621,795 | 430,980 | |
| Finance income | 34 | 73,026 | 14.124 |
| Finance expenses | 34 | (410, 907) | (213,091) |
| Net Exchange Differences | 35 | (19,087) | 67,777 |
| Other net finance income/expenses | 36 | (11, 462) | (50, 240) |
| Finance cost net | (368, 430) | (181, 430) | |
| III. Share of (Loss)/Profit of Associates | 9,505 | 11,246 | |
| Profit before Income Tax | 262,870 | 260,796 | |
| Income tax expense | 21 | 441 | (58,058) |
| Profit for the year from continuing operations | 263,311 | 202,738 | |
| Profit attributable to non-controlling interests from continuing operations | 27 | (56, 149) | (32, 432) |
| Profit for the Year attributable to the Parent Company | 207,162 | 170,306 | |
| Number of ordinary shares outstanding (thousands) | 90,470 | 90,470 | |
| Earnings per Share from continuing operations attributable to the equityVII.holders of company during the year | 37 | 2.29 | 1.88 |
(1) Notes 1 to 41 are an integral part of these Consolidated Financial Statements at 31 December 2010.
Annual Report 2010ABENGOA Consolidated Financial Statements

Consolidated Statement of Comprehensive Income
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Annual Report 2010ABENGOA Consolidated Financial Statements

Consolidated Statement of Changes in Equity
| D. Balance at December 31, 2010 | III. Total Comprehensive Income (I + II)I. Consolidated Profit after taxIV. Transactions with ownersII. Other Comprehensive IncomeV. Other Movements of EquityDividends relating to 2009Treasury sharesOthers MovementsTax EffectFair Value of Cash-flow HedgesFair Value of Financial Assets Available-for-saleCurrency Translation Differences | B. Balance at December 31, 2009ဂBalance at January 1, 2010 | A. Balance at January 1, 2009IV. Transactions with ownersIII.Total Comprehensive Income (I + II)V. Other Movements of EquityII. Other Comprehensive IncomeI. Comprenhensive incomeFair Value of Other Income/ExpensesDividends relating to 2008Treasury sharesOthers MovementsTax EffectFair Value of Cash-flow HedgesFair Value of Financial Assets Available-for-saleCurrency Translation Differences | ABENGOA |
|---|---|---|---|---|
| 22,617 | $\circ$$\circ$$\circ$$\circ$$\blacksquare$ | 22,61722,617 | Consolidated Statement of Changes in Equity of Abengoa for the years ended December 31, 2010, 2009Share Capital22,617$\circ$$\circ$$\circ$$\circ$$\circ$ | Consolidated Financial Statements |
| 223,064 | (17,794)(46, 846)(17, 794)31,800(2,000)29,80015,22412,6801,148(S2) | 211, 133211, 133 | Reserves and OtherReserves230,634(153, 876)(83,392)(83,392)63,89139,41524,47650,43712,4297,618$\overline{\phantom{0}}$$\circ$ | |
| 266,496 | 232,058232,058232,058$\circ$$\bullet$$\circ$ | 34,438 | Attributable to the Owners of the Parent- Figures in thousands of eurosCurrency TranslationAccumulatedDifference(250, 114)$\frac{34,438}{2}$284,552284,552284,552$\ddot{\phantom{0}}$$\circ$$\circ$Retained | |
| 677,498 | (15, 189)(48, 989)207,162(48,989)207,162$\circ$ | 534,514 | Earnings534,514403,652(55,700)(55,700)170,306186,56216,25616,256$\circ$ | |
| 7,189,675 | (19, 189)(17, 189)421,426(46, 846)232,058214,264207,162(15,264)(2,000)15,22412,6801,148 | 802,702802,702 | Total406,789(153, 876)(16, 285)284,552387,722217,416170,30650,43728,68524,4768,1917,618$\circ$$\circ$ | |
| 440,663 | 56,149617'99(3.388)11,98510,2705,9701,654$\frac{1}{6}$$\bullet$ | 368,274 | controllingInterestNon-368,274220,698115,14432,43232,432$\ddot{\phantom{0}}$$\circ$ | |
| 1,630,338 | (19, 189)(17, 189)487,845244,043(50, 234)224,534263,311(9,294)(2,000)12,68016,8781,167 | 1,170,9761,170,976 | Total627,487(153, 876)202,738115,144(16, 285)284,552420,154217,41650,43724,47628,6858,1917,618$\circ$ |
(1) Notes 1 to 41 are an integral part of these Consolidated Financial Statements at 31 December 2010.
Annual Report 2010ABENGOA Consolidated Financial Statements

Consolidated Cash Flow Statement Consolidated Cash Flow Statement of Abengoa for the years ended December 31, 2010, 2009 - Figures in thousands of euros -
| Note | 31/12/2010 31/12/2009 | ||
|---|---|---|---|
| Cash flows from operating activities | |||
| I. Consolidated after-tax profit | 263,311 | 202,738 | |
| Depreciation, amortization and impairment charges | 4 & 5 & 6 | 320,559 | 319,436 |
| (Profit)/loss through sale of shares and property, plant and equipment | 2.2 | (68, 917) | (56,308) |
| Finance Income/expenses | 34 | 297,778 | 205,995 |
| Fair value gains on derivative financial instruments | (46, 948) | (315) | |
| Share of loss/(profit) from associates | (9, 505) | (11, 246) | |
| Income tax | 21 | (440) | 58,058 |
| Foreign exchange losses/(gains) and other non-monetary items | 9,769 | 22,888 | |
| II. Cash generated by operations | 765,607 | 741,246 | |
| Inventories | (39, 585) | (1,013) | |
| Clients and other receivables | (97, 729) | (130, 625) | |
| Suppliers and other payable accounts | 548,574 | 480,914 | |
| Other current assets/liabilities | (90, 581) | (143, 406) | |
| III. Variations in working capital | 320,679 | 205,870 | |
| Income tax paid | (36, 198) | (39,918) | |
| Interest received | 40,146 | 5,916 | |
| Interest paid | (320, 843) | (187, 184) | |
| A. Net cash generated from operating activities | 769,391 | 725,930 | |
| Cash flows from investing activities | |||
| Acquisition of subsidiary | (16,006) | (20, 877) | |
| Purchases of property, plant and equipment (PPE) | 5&6 | (1,083,477) | (1, 557, 584) |
| Purchases of intangible assets | 4&6 | (1,010,916) | (464, 732) |
| Other non-current assets/liabilities | (200, 979) | (97, 598) | |
| I. Investments | (2,311,378) | (2, 140, 791) | |
| Proceeds form loan repayments received from associates | 97,643 | 10,074 | |
| Proceeds from sale of PPE | 5 & 6 | 6,951 | 47,377 |
| Proceeds form sale of intangible assets | 4 & 6 | 2,657 | 22,779 |
| Other assets | 0 | 84,884 | |
| Proceeds from changes in consolidation | 68,475 | 170,223 | |
| II. Disposals | 175,726 | 335,337 | |
| B. Net cash used in investing activities | (2, 135, 652) | (1,805,454) | |
| Cash flows from financing activities | |||
| Proceeds from loans and borrowings | 3,269,827 | 1,230,223 | |
| Repayment of loans and borrorwingsDividends paid to company's shareholders | 23 | (496, 106)(17, 189) | (89,330)(16, 245) |
| Other finance activities | (1, 100) | 25,120 | |
| C. Net cash used in financing activities | 2,755,431 | 1,149,768 | |
| Net (decrease)/increase in cash and cash equivalents | 1,389,170 | 70,243 | |
| Cash, cash equivalents and bank overdrafts at beginning of year | 13 | 1,546,431 | 1,398,664 |
| Translation Differences cash or cash equivalent | 47,554 | 77,523 | |
| Cash and cash equivalents at end of year | 2,983,155 | 1,546,430 |
(1) Notes 1 to 41 are an integral part of these Consolidated Financial Statements at 31 December 2010.
Annual Report 2010ABENGOA Consolidated Financial Statements
Notes to the Consolidated Financial Statements
Contents
Notes
| Note 1.- General Information and Business Overview |
|---|
| Note 2.- Significant Accounting Policies |
| Note 3.- Critical Accounting Policies |
| Note 4.- Intangible Assets |
| Note 5.- Property, Plant and Equipment |
| Note 6.- Fixed Assets in Projects (Project Finance) |
| Note 7.- Investments in Associates |
| Note 8.- Inventories |
| Note 9.- Financial Risk Management and Information on Financial Instruments79 |
| Note 10.- Available-for-sale Financial Assets |
| Note 11.- Derivative Financial Instruments |
| Note 12.- Clients and Other Receivable Accounts |
| Note 13.- Cash and Cash Equivalents |
| Note 14.- Non-Current Assets and Liabilities of Disposal Group classified as Held for Sale99 |
| Note 15.- Non-Recourse Financing |
| Note 16.- Corporate Financing |
| Note 17.- Grants and Other Liabilities |
| Note 18.- Trade Payables and Other Current Liabilities |
| Note 19.- Provisions and Contingencies |
| Note 20.- Third-Party Guarantees and Commitments |
| Note 21.- Tax Situation |
| Note 22.- Share Capital |
| Note 23.- Parent Company Reserves |
| Note 24.- Other Reserves |
| Note 25.- Translation Differences |
| Note 26.- Retained Earnings |
| Note 27.- Non-Controlling Interests |
| Note 28.- Construction Contracts |
| Note 29.- Revenue |
| Note 30.- Other Operating Income |
| Note 31.- Employee Benefit Expenses |
| Note 32.- Research and Development Costs |
| Note 33.- Other Operating Expenses |
Annual Report 2010ABENGOA Consolidated Financial Statements
| Note 34.- Finance Income and Expenses | |
|---|---|
| Note 35.- Net Exchange Differences | |
| Note 36.- Other Net Finance Income and Expenses | |
| Note 37.- Earnings Per Share | |
| Note 38.- Dividends per share | |
| Note 39.- Business combinations | |
| Note 40.- Financial Information by Segment | |
| Note 41.- Other Information | |
Notes to the Consolidated Financial Statements as of December 31, 2010
Note 1.- General Information and Business Overview
1.1. General information
Abengoa, S.A. is the parent company of the Abengoa Group (referred to hereinafter as "Abengoa", "the Group" or "the Company"), which at the end of 2010, was made up of 645 companies: the parent company itself, 595 subsidiaries, 21 associates and 28 joint ventures. Additionally, as of the end of 2010, certain group companies were participating in 353 temporary joint ventures (UTE) and, furthermore, the Group held a number of interests, of less than 20%, in several other entities.
Abengoa, S.A. was incorporated in Seville, Spain on January 4, 1941 as a Limited Partnership and was subsequently changed to a Limited Corporation ("S.A" in Spain) on March 20, 1952. Its registered office was at Avenida de la Buhaira, 2, Seville (Spain). On January 25, 2010, the Board of Directors agreed to move the registered office to Campus Palmas Altas, plot ZE-3, 41012 Seville, amending Article 2 of the Bylaws accordingly and recording the new address in the Companies Register.
The Group's corporate purpose is set out in Article 3 of the Articles of Association. It covers a wide range of activities, although Abengoa is principally an applied engineering and equipment manufacturer, providing integrated project solutions to customers in the following sectors: Engineering, Telecommunications, Transport, Water Utilities, Environmental, Industrial and Service.
Abengoa's shares have been listed in the Madrid and Barcelona Stock Exchanges since November 29, 1996 and are currently included in the Ibex-35, the selective index for Spanish listed entities.
These financial statements were approved by the Board of Directors on February 23, 2011.
It is possible to view all public information regarding Abengoa on the Group's website at www.abengoa.com.
1.2. Business overview
Abengoa is an international company that applies innovative technical solutions for the sustainable development, primarily in the environment and energy sectors, obtaining energy from the sun, producing biofuels, desalinating sea water or recycling industrial waste.
Abengoa's head office is in Seville (Spain) and the company is present, with its subsidiaries and other companies, in which it holds shares, as well as with installations and offices, in over 70 countries, operating through the following five business groups, which constitute the operating segments to which IFRS 8 refers:
1. Solar
Abengoa Solar is the holding company of this business unit. Its activity is focused on the development and application of solar energy technologies in the fight against climate change, in order to ensure sustainable development through its own solar thermal and photovoltaic technologies.
$\overline{2}$ Bioenergy
With Abengoa Bioenergía as its holding company, this business unit is engaged in the production and supply of biofuels for transport (bioethanol and biodiesel amongst other products) which use biomass (cereals, cellulosic biomass, oleaginous seeds) as a raw material. Biofuels are used in the production of ETBE (a gasoline additive) or can be mixed directly with gasoline or diesel. As a renewable energy source, biofuels reduce CO2 emissions and contribute to the diversification and the quarantee of ongoing energy supply, reducing levels of dependence upon traditional fossil fuels as a source of energy as well as collaborating and complying with the Kyoto Protocol.
Environmental Services $\mathbf{R}$
With Befesa Medio Ambiente as the holding company, the group is an international business unit specializing in the integrated management of industrial waste as well as the management and generation of water, which is a key social responsibility for the creation of a sustainable world.
$\overline{4}$ Information Technologies
The parent company of this business unit is Telvent GIT, S.A. and it is the service and Information Technologies company engaged in working for a safe and sustainable world through the development of high-value-added integrated systems and solutions in Energy, Transport, Agriculture, the Environment, Public Administrations and Global Services.
5. Industrial Engineering and Construction
With Abeinsa as its parent company, the industrial and technology business group offers integrated solutions in the energy, transport, telecommunications, industry, services and environmental sectors. These innovative solutions, geared towards sustainability, enable value creation for the customers, shareholders and employees, ensuring a profitable future with an international dimension for its investors.
Although extensive information on the five reporting segments of Abengoa is given in Note 40, consistently with the financial information which has been reported to the Chief Operating Decision Maker (see Note 2.28) up to the end of the current fiscal year, it is important to point out that due to the effort of continuous evolution and transformation that Abengoa has been incurring for over more than 15 years. Abengoa's management started to utilize information by business activity and to present, in addition, financial information based on three single business activities that best represent, in management's view, Abengoa's current business environment. During 2011, it is expected that such financial information based on the three business activities will represent the discrete financial information which will be reviewed by the Chief Operating Decision Maker to make decisions about the allocation of resources to those business activities and to assess their performance.
In relation to the above, it should be noted that Abengoa, international technology company, focuses on two sectors, energy and environmental, and three business activities, that are Engineering and Construction, Concession-type Infrastructures and Industrial Production.
Therefore, the business activities of Abengoa and its management and internal financial information, will be structured, starting from 2011, based on the following business activities:
- Engineering and Construction: it relates to the business activity which incorporates all of our traditional activity in engineering, water and information technologies, with over 70 years of experience in the market and where we are specialists in the execution of complex turn-key projects of thermosolar plants, hybrid gas-solar plants, hydraulic infrastructures including complex desalination plants, biofuel plants, electrical transmission lines, and critical control systems for infrastructures, among others. Additionally, the Group is the leader in information and services technology in critical sectors.
- × Concession-type Infrastructures: it relates to the business activity that groups together the activity of operating assets associated to a long term sale contract, such as "take or pay", tariff or "power purchase agreement". These are assets related to solar power plants, transmission lines, cogeneration plants and desalination plants for which we have a low risk of demand and our efforts are focused on its optimal operation.
- Industrial Production: it relates to the business activity that groups Abengoa's biofuel activity and recycling of industrial waste and salt slag. These activities, are carried out through Group's own assets and are focused in high growth markets in which the company holds a leadership position.
In connection with the above, although the segment information presented in note 40 includes financial information based on the five Abengoa's traditional business segments, in order to facilitate the comprehension of the financial information, during this period which has been considered as transitory, management considered useful to present additional financial information for the three business activities mentioned above.
Note 2.- Significant Accounting Policies
The significant accounting policies adopted in the preparation of Abengoa's Consolidated Financial Statements are set forth below:
2.1. Basis of presentation
The Consolidated Financial Statements for the year ended December 31, 2010 have been prepared in accordance with International Financial Reporting Standards, as adopted for use within the European Union (herein, IFRS-EU).
Unless stated otherwise, the accounting policies as set forth below have been applied consistently throughout all periods shown within these Consolidated Financial Statements.
The Consolidated Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
The preparation of the Consolidated Financial Statements under IFRS-EU requires the use of certain critical accounting estimates. It also requires that Management exercises its judgment in the process of applying Abengoa's accounting policies. Note 3 provides further information on those areas which involved a greater degree of judgment or areas of complexity for which the assumptions or estimates made are significant to the financial statements.
The figures included within the components of the Consolidated Financial Statements (Statement of Financial Position, Income Statement, Statement of Comprehensive Income, Statement of Changes in Equity, Cash Flow Statement and these notes herein) are, unless stated to the contrary, all expressed in thousands of Euros $(E)$ .
Unless stated otherwise, any percentage shareholdings shown include both direct and indirect ownership.
The IASB recently approved and published certain Accounting Standards amending the existing standards, as well as IFRIC interpretations, from which the Group adopted the following measures:
- $a)$ Standards, interpretations and amendments thereto effective from January 1, 2010 applied by the Group:
- IFRS 3 (revised), 'Business combinations', and consequential amendments to IAS 27, 'Consolidated and separate financial statements', IAS 28, 'Investments in associates', and IAS 31, 'Interests in joint ventures', are effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after July 1, 2009.
The revised standard continues to apply the acquisition method to business combinations but with some significant changes compared with the previous version of the IFRS 3. For example, all consideration paid to purchase a business is recorded at fair value at the acquisition date, with contingent consideration classified as debt and subsequently remeasured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure the non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. All acquisition-related costs are expensed. The Group has applied this Standard prospectively to business combinations from January 1, 2010 with no significant impact.
$\blacksquare$ IAS 27 (revised), "Consolidated and Separate Financial Statements". The revised standard requires that the effects of all transactions with non-controlling interests be accounted for in the equity if no change of control occurs, meaning that these transactions cease to give rise to goodwill or profit and/or loss. The standard also establishes an accounting procedure applicable in the event control is lost. Any remaining interest held in the company must be remeasured at its fair value, and a profit or loss recorded in the income statement. The Group has applied this Standard prospectively to transactions with non-controlling interests as from January 1, 2010 with no significant impact.
Amendment to IAS 39 "Eligible Hedged Items" (compulsory for all financial years starting from July 1, 2009 and its application is retroactive). This amendment introduces two major changes by prohibiting the designation of inflation as a hedged item in a fixed-rate debt, and prohibiting the designation of the time value in the hedged risk when options are designated as hedges.
As mentioned in Note 9, the risk management policies of interest rate hedging are based on the purchase of options in exchange of a premium (call option purchase) through which the company ensures paying a maximum fixed rate.
The application of this standard represents a change in the designation of the hedging instrument, as a result no change in the valuation of financial instrument takes place.
The group has applied IAS 39 (amended) with no significant effect on the consolidated financial statements.
- Amendment to IFRS 2, "Group Cash-settled Share-based Payment Transactions". This amendment clarifies the basis to determine the classification of share-based payment transactions in consolidated and standalone financial statements. The amendment includes in IFRS 2 the provisions previously included in IFRIC 8, "Scope of the IFRS 2" and in IFRIC 11, "IFRS 2 - Transactions with own shares and with those of the group". The amendment also extends the IFRIC 11 quidance for agreements between companies within the same group which were not covered by this interpretation. The amended IFRS 2 covers grants liquidated in cash by a group's company that does not have a contract with the employees receiving the grant. The Group adopted the amendment to IFRS 2 prospectively from January 1, 2010, with no significant impact on the consolidated financial statements.
- IFRS 5 (amendment). 'Non-current assets held for sale and discontinued operations'. This i. amendment, part of the annual improvements project of the IASB for the year 2008, clarifies that all the assets and liabilities of a subsidiary shall be classified as held for sale if the enitity looses control of the subsidiary due to a partial plan for its sale. If the conditions to be classified as discontinued operations are fullfiled, the disclosures related to the subsidiary shall be presented. Consequently, IFRS 1 was also amended due to the changes introduced in IFRS 5, which will be applied prospectively from the date of the transition to IFRS. The amendment did not have impact on the consolidated financial statements.
- IFRIC 12, "Service Concession Arrangements". This interpretation affects public-to-private service à. concession arrangements where the grantor governs what services the operator must provide using the infrastructure, to whom and at what price and also controls any significant residual interest in the infrastructure at the end of the term of the arrangement. In accordance with this interpretation, the infrastructure used in the concession arrangement may be classified as a financial asset or an intangible asset, depending on the nature of the payment rights established under the contract.
EC Regulation 254/2009 (March 25) established that European listed entities would be required to apply IFRIC 12 no later than by the start of the first annual period started on or after March 29, 2009. The Group has therefore applied IFRIC 12 since January 1, 2010 retrospectively and has restated all comparative information in accordance with that interpretation.
IFRIC 12 allows the separate accounting for the construction activities and for the subsequent operation and maintenance of the infrastructure, identifying that such activities present a business nature significantly different from each other and consequently have different business risks and rewards that should be recognised and measured separately.
Therefore the construction phase of the infrastructure should be recognised and measured using the applicable accounting method while the operation phase and the ordinary and extraordinary maintenance activities should be recognised and measured, for accounting purposes, in accordance with the contractual terms and the generation and the existence of the rights to the cash flows in favour of the operator for the services provided.
The application of such interpretation requires that certain specific requirements shall be met by the service concession arrangement, which normally includes the following two substantial aspects: a) the existence of an infrastructure that is controlled by the grantor; and b) the operation of the infrastructure implies rendering a public economic service in exchange for a price.
The retrospective application of IFRIC 12 did not have a significant impact on the consolidated annual accounts of Abengoa for 2010 as the company was already applying on a continous basis an accounting policy similar to IFRIC 12 for concession assets related to concessionary activities for electricity transmission, desalination and thermosolar generation.
The only impact derived from the application of IFRIC 12 consisted in a reclassification of concessionary assets under construction from the line Intangible Assets within the line item Fixed Assets in Projects (see the initial paragraph of Note 2.4 for the accounting treatment of Fixed assets of projects) amounting €679 and €389 thousand for periods ended December 31, 2009 and January 1, 2009, respectively.
Moreover, at the date of the first application of IFRIC 12, management carried out an analysis of the existing agreements within the Group and identified additional infrastructures that could potentially be classified as service concession arrangements, represented by certain thermosolar plants located in Spain, included in the pre-assignment register established under Royal Decree 661/2007 in November 2009.
In relation to this, management had initially concluded that, based on legal and technical reports from independent third parties, certain thermosolar plants met the requirements set out in IFRIC 12 to be considered as concession assets. Thus, the Group had recorded certain thermosolar plant as concessionary assets in the unaudited quarterly financial information presented to the Stock Market during the year 2010.
Notwithstanding the foregoing, Management has decided, in agreement with the regulatory body of the Spanish Stock Market, to further analyze and defer the application of IFRIC 12 to these thermosolar plants since, at the end of 2010, the arguments supporting this accounting application are not completely verified by the regulatory body, particularly as regards the public service nature of solar activity in Spain under the special regime of the Royal Decree 661/2007 and the register of preallocation.
-
IFRIC 15, "Agreements for the Construction of Real Estate" (applicable for all financial years starting on January 1, 2010). This interpretation clarifies which transactirons must be accounted for in accordance with IAS 18, "Revenue" and IAS 11, "Construction Contracts". The interpretation leads to the consequence of the likely application of IAS 18 to a larger number of transactions. This amendment did not have an impact on the Group's financial statements.
-
IFRIC 16, "Hedges of a Net Investment in a Foreign Operation" (applicable for all financial years starting on January 1, 2010). This interpretation clarifies the accounting treatment to be applied with respect to hedging of a net investment, including the fact that the net investment's hedge refers to differences in the functional currency, not in the presentation currency, as well as that the hedging instrument can be held in any part of the group. The requirement of IAS 21 "The Effects of Changes in Foreign Exchange rates" is applicable to the item hedged. This amendment did not have a significant impact on the Group's financial statements.
-
IFRIC 17, 'Distribution of non-cash assets to owners' (effective on or after July 1, 2009). The ٠ interpretation was published in November 2008. This interpretation provides guidance on accounting for arrangements whereby an entity distributes non-cash assets to shareholders either as a distribution of reserves or as dividends. IFRS 5 has also been amended to require that assets are classified as held for distribution only when they are available for distribution in their present condition and the distribution is highly probable. This interpretation did not have impact on the consolidated financial statements.
-
IFRIC 18. "Transfers of Assets from Customers" (effective for transfers received from July 1, 2009). This interpretation provides a quide on how to account for items of fixed assets received from clients, or cash received and then used to acquire or create some specific assets. This interpretation is only applicable to assets used to connect the client to a network or to provide it a continuous access or an offer of goods or services, or both. This interpretation did not have impact on the consolidated financial statements.
-
Improvements to IFRSs published in April 2009 by the IASB, adopted by the EU in March 2010. The $\blacksquare$ improvements published under the IASB's annual improvement project are intended to deal with non-urgent and minor amendments to the existing standards. These improvements affect IFRS 2, 5 and 8; IAS 1, 7, 17, 18, 36, 38 y 39; and IFRIC 9 and 16. These improvements are mandatory as from January 1, 2010, except amendments to IFRS 2 and IAS 38 that apply to periods starting from July 1, 2009. These amendments did not have a significant impact on the Group's financial statements.
As a result of the first time application of certain standards and interpretations that are applicable to the Group and that have been applied retrospectively from January 1, 2010, management has restated the applicable comparative figures of the consolidated annual accounts affected by such standards and interpretations.
Based on the above, and pursuant to IAS 1, "Presentation of Financial Statements" and IAS 8, "Accounting Policies, Changes in Accounting Estimates and Errors", the Group presents the Consolidated Statements of Financial Position for the comparative period (December 31, 2009) and the beginning of the earliest comparative period (January 1, 2009) with restated figures for comparability purpose.
New standards, amendments and interpretations issued but not yet effective and not early adopted $h)$
Revised IAS 24 (revised). 'Related party disclosures', issued in November 2009, It supersedes IAS 24, 'Related party disclosures', issued in 2003. IAS 24 (revised) is mandatory for periods beginning on or after January 1, 2011. The revised standard clarifies and simplifies the definition of a related party and removes the requirement for government-related entities to disclose details of all transactions with the government and other government-related entities. The group will apply the revised standard from January 1, 2011.
-
Ė 'Classification of rights issues' (amendment to IAS 32). The amendment applies to annual periods beginning on or after February 1, 2010. Earlier application is permitted. The amendment addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. Provided certain conditions are met, such rights issues are now classified as equity regardless of the currency in which the exercise price is denominated. Previously, these issues had to be accounted for as derivative liabilities. The amendment applies retrospectively in accordance with IAS 8 'Accounting policies, changes in accounting estimates and errors'. The group will apply the amended standard from January 1, 2011.
-
Amendments to IFRS 1, "Limited Exemption from Comparative IFRS 7 Disclosures for First-time Adopters". This amendment is mandatory as from January 1, 2010. This amendment provides support for first-time adopters in the transition, as received when amendment in IFRS 7 "Financial Instruments: Disclosures" took place. That amendment required further disclosures of valuation at fair value and liquidity risk, and it was not mandatory to present comparative information. The group will apply the amended standard from January 1, 2011.
-
'Prepayments of a minimum funding requirement' (amendments to IFRIC 14). The amendments correct an unintended consequence of IFRIC 14, 'IAS 19 - The limit on a defined benefit asset, minimum funding requirements and their interaction'. Without the amendments, entities are not permitted to recognise as an asset some voluntary prepayments for minimum funding contributions. This was not intended when IFRIC 14 was issued, and the amendments correct this. The amendments are effective for annual periods beginning January 1, 2011. Earlier application is permitted. The amendments should be applied retrospectively to the earliest comparative period presented. The group will apply these amendments for the financial reporting period commencing on January 1, 2011.
-
IFRIC 19, 'Extinguishing financial liabilities with equity instruments', effective July 1, 2010. The ä, interpretation clarifies the accounting by an entity when the terms of a financial liability are renegotiated and results in the entity issuing equity instruments to a creditor of the entity to extinguish all or part of the financial liability (debt for equity swap). It requires a gain or loss to be recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. If the fair value of the equity instruments issued cannot be reliably measured, the equity instruments should be measured to reflect the fair value of the financial liability extinguished. The group will apply the interpretation from January 1, 2011, subject to endorsement by the EU.
-
$\cap$ Standards, amendments and interpretations to existing standards that have not been adopted by the European Union:
At the date this consolidated financial statements were being prepared, the IASB and IFRIC had published the standards, interpretations and amendments thereto, which are outlined below, whose effective date is January 1, 2010 or later dates:
- IFRS 9, "Financial Instruments". This Standard will be effective as from January 1, 2013. This i. standard is the first step in the process to replace IAS 39, 'Financial instruments: recognition and measurement'. IFRS 9 introduces new requirements for classifying and measuring financial assets and is likely to affect the Group's accounting for its financial assets. The standard is not applicable until January 1, 2013 but is available for early adoption. IFRS 9 has not been endorsed by the EU, yet. The Group is currently assessing IFRS 9's impact on the consolidated financial statements, in case of adoption by the European Union.
- IFRS 7 (modification) "Disclosures Transfers of financial assets" (applicable for all financial years ä, starting on July 1, 2011).
- i. Improvements to IFRSs published by the IASB: the improvements published under the IASB's annual improvement project are intended to deal with non-urgent and minor amendments to the existing standards. These improvements are applicable as from January 1, 2011 and affect IFRS 1, 3 and 7, IAS 1, 27 and 34 as well as IFRIC 13.
- Deferred tax: Recovery of Underlying Assets (Amendment to IAS 12), effective from January 1, 2012. 'n
2.2. Principles of consolidation
In order to provide information on a consistent basis, the same principles and standards as applied to the parent company have been applied to all other entities.
All subsidiaries, associates and joint ventures included in the consolidation for the vears 2010 and 2009 that forms the basis of these Consolidated Financial Statements are set out in Appendixes I (VI), II (VII) and III (VIII), respectively.
Subsidiaries $\mathsf{a}$
Subsidiaries are those entities over which Abengoa has the power to govern financial and operational policies to obtain profits from their operations.
It is assumed that a company has control if, directly or indirectly (through other subsidiaries), it holds more than half of the voting rights of another company, except in exceptional circumstances in which it may be clearly demonstrated that such possession does not entail control.
Control shall also be said to exist if a company holds half or less of the voting rights of another and holds the following:
- Ė power over more than half of the voting rights under an agreement with other investors;
- power to manage the financial and operating policies of the company, by virtue of a legal provision, a bylaw or some kind of agreement with the aim of obtaining profits from its operations;
- power to appoint or dismiss the majority of the members of the Board of Directors or equivalent i. governing body that is actually in control of the company; or
- i. power to cast the majority of the votes in meetings of the Board of Directors or equivalent governing body that controls the company.
Subsidiaries are accounted for on a fully consolidated basis as of the date upon which control was transferred to the Group, and are excluded from the consolidation as of the date upon which control ceases to exist.
The group uses the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisitionby-acquisition basis, the group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets.
Investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment.
The value of non-controlling interest in equity and the consolidated results are shown, respectively, under 'Non-controlling Interest' of the Consolidated Statement of Financial Position and 'Profit attributable to non-controlling interest from continuing operation" in the Consolidated Income Statement.
Profit for the year and each component of Other comprehensive income is attributed to the owners of the parent and non-controlling interest in accordance with their percentage of ownership. Total Comprehensive income is attributed to the owners of the parent and non-controlling interest even if this results in a debit balance of the latter.
Intercompany transactions and unrealized gains are eliminated and deferred until such gains are realized by the Group, usually through transactions with third parties.
Intercompany balances between entities of the Group included in the consolidation are eliminated during the consolidation process.
Appendix I and VI of these Consolidated Financial Statements identify the 37 and 63 subsidiaries which were included in the consolidationin 2010 and 2009.
The following table shows those subsidiaries which during 2010 and 2009 were no longer included in the consolidation:
| Company Name | Year of exit | % Share | Motive |
|---|---|---|---|
| Abengoa Bioenergía Centro-Oeste, Ltda. | 2010 | 100 | Merger of the company |
| Abengoa Bioenergía Centro-Sul, Ltda. | 2010 | 100 | Merger of the company |
| Abengoa Bioenergía Cogeraçao, S.A. | 2010 | 100 | Merger of the company |
| Abengoa Bioenergía Sao Joao, Ltda. | 2010 | 100 | Merger of the company |
| Abengoa Bioenergía Sao Luiz, S.A. | 2010 | 100 | Merger of the company |
| ATE XII, Porto Velho Transmissora de Energía S.A. | 2010 | 100 | Sale of the company |
| ATE XIV Estação Transmissora de Energia S.A. | 2010 | 100 | Sale of the company |
| Befesa Salzschlacke Süd GmbH | 2010 | 100 | Merger of the company |
| BUS Group AG | 2010 | 100 | Merger of the company |
| Caseta Technologies, Inc. | 2010 | 100 | Merger of the company |
| Derivados de Pintura S.A. | 2010 | 100 | Merger of the company |
| Galian 2002, S.L. | 2010 | 100 | Merger of the company |
| GD 21, S.L. | 2010 | 100 | Merger of the company |
| Limpiezas Industriales Robotizadas, S.A. | 2010 | 100 | Merger of the company |
| Matchmind Holding, S.L. | 2010 | 100 | Merger of the company |
| Matchmind Ingeniería de Software, S.L. | 2010 | 100 | Merger of the company |
| Matchmind S.L. | 2010 | 100 | Merger of the company |
| Telvent Corporate Services Inc. | 2010 | 100 | Windup of the company |
| Telvent Corporate Services Ltd. | 2010 | 100 | Windup of the company |
| Telvent Housing, S.A. | 2010 | 100 | Merger of the company |
| Telvent Interactiva S.A. | 2010 | 100 | Merger of the company |
| Telvent Miner & Miner, Inc. | 2010 | 100 | Merger of the company |
| Telvent Outsourcing, S.A. | 2010 | 100 | Merger of the company |
| Telvent Thailandia, Ltd | 2010 | 100 | Windup of the company |
| Telvent Traffic North America Inc. | 2010 | 100 | Merger of the company |
| Telvent USA, Inc. | 2010 | 100 | Merger of the company |
| Tratamiento y Concentración de Líquidos, S.L. | 2010 | 100 | Merger of the company |
| Abecom, S.A. | 2009 | 100 | Windup of the company |
| Abengoa Bioenergy Belgium | 2009 | 97 | Windup of the company |
| Alugreen, S.L. | 2009 | 100 | Merger of the company |
| Befesa Aluminio Catalán, S.L. | 2009 | 100 | Merger of the company |
| Befesa Aluminio Valladolid, S.A. | 2009 | 100 | Merger of the company |
| BUS Holding Germany GmbH | 2009 | 100 | Windup of the company |
| BUS Stahlwerkstaub Freiberg GmbH | 2009 | 100 | Windup of the company |
| Desarrollos Eólicos El Hinojal | 2009 | 100 | Windup of the company |
| Donsplav | 2009 | 51 | Sale of the company |
| Lanceolate Company Ltd | 2009 | 100 | Windup of the company |
| Procesos Ecológicos Carmona 3, S.A. | 2009 | 100 | Windup of the company |
| Proyectos de Inversiones en Infraestructuras. S.A. De C.V. | 2009 | 100 | Windup of the company |
None of these transactions met the qualifying criteria to be classified as discontinued operations.
The aggregated sales and results of 2010 and 2009 of the entities which are no longer consolidated on those years are not significant to the consolidated sales and results.
On October 8, 2010, Abengoa concessoes Brasil Holding, S.A., a subsidiary in the Industrial Engineering and Construction segment, closed a purchase agreement, which has been effective on December 31 once the contractual obligations between the parties have been met, at a price of $f(17)$ M, for the remaining 49.9% of the company STE Transmissora de Energia, S.A. held by Control y Montajes Industriales - CYMI, S.A. and for 49.99% of the company NTE Transmissora de Energia, S.A. These companies are the operators of two Transmission Lines concessions in Brazil.
At the end of 2010, the price of the agreement remained outstanding and is shown under the "Trade and other payables" heading in the current liabilities. This acquisition did not have a significant impact on Abengoa's consolidated financial statements at the 2010 year end, since the companies were already being fully consolidated.
On May 27, 2009, Abengoa S.A., through its subsidiary, Telvent Corporation, executed a sales agreement for the sale of 3,576,470 ordinary shares of the company traded on NASDAQ, Telvent GIT S.A., representing 10.49% of the stock. This represented a cash inflow of €45 million and a gain of €16.5 million in 2009.
In addition to the above, on October 28, 2009, Abengoa, S.A. executed another agreement for the sale of 4,192,374 ordinary shares, representing 12.30 % of the stock of Telvent GIT S.A., amounting to a cash inflow of €74 million and a gain of €39.8 million in 2009.
After conclusion of the two aforementioned sale operations, Abengoa, S.A. held 41.09% of the shares of Telvent GIT, S.A. at the 2009 year end Abengoa, S.A. remains the principal shareholder with full de facto control over said company and fully consolidates it as a result of the framework of the relationship between Abengoa, S.A. and Telvent GIT, S.A. This relationship leads to the conclusion that Abengoa, S.A. has the power to govern Telvent's financial and operating policies in order to obtain profits from its activities, as stated in IAS 27, and, among the evidence used to reach this conclusion, the following may be highlighted:
- $\blacksquare$ the substantial control over the company's management and control systems;
- the existence of a resolution of the General Meeting of Shareholders, agreeing on the proposal Ė presented by Abengoa, evidences Abengoa's exercise of its "de facto control" over the Company
- i. the profile and degree of market activity of the other reference shareholders of Telvent, as well as of the shares transactions of such shareholders;
- à. the company's free float, the daily trading volume of its shares and the % interest held by Abengoa.
- j. the absence of agreements between other shareholders;
- i. the behaviour of other shareholders in line with that of Abengoa at the General Meeting of Shareholders:
- the composition of the Board of Directors and its voting results. $\blacksquare$
- $\blacksquare$ the structure of the financing and guarantees that Abengoa provides to the company.
In addition, in June 2009, a company reorganization process took place in the Aluminium business area of the Environmental Services business group. This process consisted of a simplified merger of the companies Befesa Aluminio Bilbao (absorbing company), Befesa Aluminio Valladolid (absorbed), Aluminio Catalán (absorbed) and Alugreen (absorbed). The new company resulting from the merger changed its corporate name to Befesa Aluminio, S.L. but kept the registered office and tax identification code of the absorbing company, Befesa Aluminio Bilbao, S.L.
In compliance with Article 155 of Spanish Corporate Law, the parent company has notified to all these companies, either by itself or through another subsidiary, that it owns more than 10 per 100 of their capital.
$h$ Associates
Associates are entities over which Abengoa has a significant influence but does not have control and. generally, involve an interest representing between 20% and 50% of the voting rights. Investments in associates are consolidated by the equity method and are initially recognized at cost. The Group's investment in associates includes goodwill identified upon acquisition (net of any accumulated impairment $|025\rangle$
The share in losses or gains after the acquisition of associates is recognized in the Income Statement and the share in movements in reserves subsequent to the acquisition is recognized in the reserves. Movements subsequent to the acquisition are adjusted against the carrying value of the investment. When the share in an associate's losses is equal to or higher than the interest in the company, including any unsecured accounts receivable, additional losses are not recognized unless Abengoa has acquired any obligations or make any payments in the associate's name.
Results between the Group and its associates are eliminated to the extent of the Group's holding in the associate. Additionally, unrealized gains are eliminated, unless the transaction provides evidence of impairment to the asset being transferred. The accounting policies of the associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
In compliance with Article 155 of Spanish Corporate Law, the parent company has notified to all these companies, either by itself or through another subsidiary, that it owns more than 10 per 100 of their capital.
Appendices II and VII of these Accounts set out the details of 3 and 7 entities which in 2010 and 2009, respectively, entered in the consolidation and have been consolidated applying the equity method.
The table below sets out those associate companies which ceased to be associates in the consolidation in 2010 and 2009:
| Entity Name | Year of Exit | % Share | Motive |
|---|---|---|---|
| Expansion Transmissao Itumbiara Marimbondo, Ltda. | 2010 | 25 | Sale of the company |
| Expansion-Transmissao de Energía Electrica Ltda | 2010 | 25 | Sale of the company |
| Rio Branco Transmisora de Energia S.A | 2010 | 25.5 | Sale of the company |
| Concentrix Solar, GmbH | 2009 | 21 | Sale of the company |
| Consorcio Teyma M&C | 2009 | 50 | Windup of the company |
| Cogeneración del Sur, S.A.Cogesur | 2009 | 45 | Windup of the company |
| Intersplav | 2009 | 40 | Others |
On July 27, 2010, Abengoa concessoes Brasil Holding, S.A., a subsidiary in the Industrial Engineering and Construction segment, concluded an agreement with the company State Grid International to sell its 25% shareholding in the companies ETEE (Expansión Transmisora de Energía Eléctrica, S.A.) and ETIM (Expansión Transmissão Itumbiara Marimbondo), which are responsible for the concession of the 794 kilometers of transmission lines that joins the power stations of the city of Itumbiara, in Soiás, and Marimbondo, in the state of Minas Gerais. The sale of these shareholdings meant a cash inflow of $E102 \text{ M}$ and a profit of €69 M, recognized under the "Other operating income" epigraph in the consolidated income statement (€45 M after income taxes).
The impact upon the Group consolidated results of entities leaving the consolidation as associates was not significant in the years 2010 and 2009.
Joint ventures $\cap$
Joint ventures exist when, by virtue of a contractual arrangement, an entity is jointly managed and owned by Abengoa and third parties outside the Group. These arrangements are based upon an agreement between all the parties that confer to those parties joint control over the financial and operating policies of the entity. Holdings in joint ventures are consolidated using the proportionate method.
The Group consolidates the assets, liabilities, income and expenses, and cash flows of the joint ventures on a line-by-line basis with similar lines in the Group's accounts.
The Group recognizes its share of gains and losses arising from the sale of Group assets to the joint venture for the portion that relates to other investors. Conversely, the Group does not recognize its share in any gains or losses of the joint venture that result from the purchase of assets from the joint venture by a Group company until those assets have been sold to third parties. Any loss on the transaction is recognized immediately if there is evidence of a reduction in the net realizable value of current assets or an impairment loss. Where necessary, the accounting policies of the joint ventures are adapted so as to ensure consistency with those adopted by the Group.
A business combination involving entities or businesses under common control is a business combination in which all entities or businesses that are combined are controlled, ultimately, by the same party or parties, before and after combination takes place, and this control is not transitory.
When the group experienced a business combination under common control, the assets and liabilities acquired are recorded at the same book amount that were registered previously, and they are not valued at fair value. No goodwill related to the transaction is recognised. Any difference between the purchase price and the net book value of net assets acquired is recognized in equity.
Exhibit III and VIII to the Consolidated Financial Statements identifies the 2 and 4 entities which in 2010 and 2009 have been incorporated in the consolidation.
The consolidation of the joint ventures in 2010 and 2009 did not have a significant effect on the overall consolidated figures at December 2010 and 2009.
The amounts set out below represent the Group's percentage interest in the assets, liabilities, revenues and profits of the joint ventures in 2010:
| Concept | 2010 |
|---|---|
| Non-current assets | 428,412 |
| Current assets | 168,635 |
| Non-current liabilities | 442,807 |
| Current liabilities | 154,240 |
| Revenue | 161,427 |
| Expenses | (138, 700) |
| Profit/ (loss) after taxes | 13,512 |
There are no contingent liabilities in relation to the Group's shareholdings in joint ventures, nor contingent liabilities in the joint ventures themselves.
Temporary Joint Ventures $\mathsf{d}\mathsf{d}$
Additionally, the group participates in special joint venture arrangements called "Unión Temporal de Empresas" (UTE) in connection with its share of certain long-term construction and service contracts. UTEs are temporary joint ventures generally formed to execute specific commercial and/or industrial projects in a wide variety of areas and particularly in the fields of engineering and construction and infrastructure projects.
They are normally used to combine the characteristics and qualifications of the UTE's investors into a single proposal in order to obtain the most favorable technical assessment possible.
UTEs are normally limited as standalone entities with limited action, since, although they may enter into commitments in their own name, such commitments are generally undertaken by their investors, in proportion to each investor's share in the UTE.
The investors' shares in the UTE normally depend on their contributions (quantitative or qualitative) to the project, are limited to their own tasks and are intended solely to generate their own specific results. Each investor is responsible for executing its own tasks and does so in its own interests, following specific organizational guidelines that comply with the general guidelines coordinated by all the participants in the project.
Overall project management and coordination does not generally extend beyond execution and preparation or presentation of all the technical and financial information and documentation required to carry out the project as a whole. The fact that one of the UTE's investors acts as project manager does not affect its position or share in the UTE.
The UTE's investors are collectively responsible for technical issues, although there are strict pari passu clauses that assign the specific consequences of each investor's correct or incorrect actions.
UTEs are not variable-interest or special-purpose entities. UTEs do not usually own assets or liabilities on a standalone basis. Their activity is conducted for a specific period of time that is normally limited to the execution of the project. The UTE may own certain fixed assets used in carrying out its activity, although in this case they are generally acquired and used jointly by all the UTE's investors, for a period similar to the project's duration, or prior agreements are reached by the investors regarding the manner and amounts of the assignment or disposal of the UTE's assets on completion of the project.
The proportional part of the UTE's Statement of Financial Position and Income Statement is integrated into the Statement of Financial Position and the Income Statement of the participating company in proportion to its interest in the UTE.
There are no contingent liabilities in relation to the Group's shareholdings in the UTE, nor contingent liabilities in the UTE themselves.
Funds provided by Group companies to the 123 temporary joint ventures excluded from the consolidation (120 in 2009) were €241 thousand (€275 thousand in 2009) and are included under "Financial Investments" in the Consolidated Statement of Financial Position. The net operating profit of the UTEs accounted for 0.69 % of the Group's consolidated operating profit (0.32% in 2009). The proportional aggregated net profit was €898 thousand (€650 thousand in 2009).
During 2010, a further 61 UTEs (72 in 2009) which commenced their activity and/or have started to undertake a significant level of activity in 2010 or 2009 were included in the consolidation. These UTEs contributed $\epsilon$ 167,416 thousand ( $\epsilon$ 64,190 thousand in 2009) to the consolidated net sales.
During 2010 40 UTEs (56 in 2009) were excluded from the consolidated group because they had ceased their activities or the latter had become insignificant in relation to overall group activity levels. The proportional consolidated net sales of these UTEs in 2010 were €2,783 thousand (€19,797 thousand in 2009).
There are no contingent liabilities for the Group's participation in the UTEs and there are no contingent liabilities of the UTEs themselves.
Transactions with non-controlling interests $\epsilon$ )
The group treats transactions with non-controlling interests as transactions with equity owners of the group. When the Group acquires non-controlling interests, the difference between any consideration paid and the carrying value of the proportionate share of net assets acquired is recorded in equity. Gains or losses on disposals of non-controlling interests are also recorded in equity.
When the group ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.
2.3. Property, plant and equipment
2.3.1. Presentation
For the purposes of preparing the Financial Statements, property, plant and equipment has been divided into the following categories:
- $a)$ Property, plant and equipment.
- Property, plant and equipment in Projects. $b)$
- Property, plant and equipment $a)$
This category includes property, plant and equipment of companies or project companies which has been self-financed or financed through external financing with recourse facilities.
Property, plant and equipment in Projects $b)$
This category includes property, plant and equipment of companies or project companies which is financed through non-recourse project finance (for further details see Notes 2.4 and 6 on Fixed Assets in Projects).
$2.3.2.$ Measurement
In general, items included within property, plant and equipment are measured at historical cost less depreciation and impairment losses, with the exception of land, which is presented at cost less any impairment losses.
The historical cost includes all expenses directly attributable to the acquisition of property, plant and equipment.
Subsequent costs are capitalized in the asset's carrying amount or are recognized as a separate asset when it is probable that future economic benefits associated with that asset can be separately and reliably identified.
All other repair and maintenance costs are charged to the Income Statement in the period in which they are incurred.
Work carried out by the Group on its own property, plant and equipment is valued at production cost and is shown as ordinary income in the Income Statement of the company which undertook the work.
In those projects in which the asset is constructed internally by the group and that are not under the scope of IFRIC 12 on service concession agreements (see Note 2.24), the entire intragroup income and expenses are eliminated so that the assets are reflected at their acquisition cost.
In addition, such internal construction projects are capitalized as an increase in the carrying amount of the asset, with regard to both financing obtained specifically for each project and non-project-specific financing from financial institutions. The capitalization of borrowing costs ceases at the moment when. as a result of delays or inefficiencies, the process is either stopped or suspended.
Costs incurred during the construction period may also include gains or losses from foreign-currency cash-flow hedging instruments for the acquisition of property, plant and equipment in foreign currency, which have been transferred directly from equity.
With regard to investments in property, plant and equipment located on land belonging to third parties, an initial estimate of the costs of dismantling the asset and restoring the site to its original condition is also included in the carrying amount of the asset. Such costs are recorded at their net present value in accordance with IAS 37.
The annual depreciation rates of property, plant and equipment (including property, plant and equipment in projects) are as follows:
| Items | % of depreciation |
|---|---|
| Lands and Buildings: | |
| Buildings | $2% - 3%$ |
| Technical Installations and Machinery: | |
| Installations | $3% - 4% - 12% - 20%$ |
| Machinery | 12% |
| Other Fixed assets: | |
| Data processing equipment | 25% |
| Tools and equipment | 15% - 30% |
| Furniture | 10% - 15% |
| Works equipment | 30% |
| Transport elements | $8% - 20%$ |
Waste ponds and similar assets are depreciated on the basis of the volume of waste in the ponds.
The assets' residual values and useful economic lives are reviewed, and adjusted if necessary, at the end of the accounting period of the company which owns the asset.
When the carrying amount of an asset is greater than its recoverable amount, the carrying amount is reduced immediately to reflect the lower recoverable amount.
Gains and losses on the disposal of property, plant and equipment, calculated as proceeds received less the asset's net carrying amount, are recognized in the Consolidated Income Statement, under the line item Other, within the caption Other operating income.
2.4. Fixed assets in projects
This category includes property, plant and equipment and intangible assets of consolidated companies which are financed through non-recourse Project Finance, that are raised specifically and solely to finance individual projects as detailed in the terms of the loan agreement.
These non-recourse Project Finance assets are generally the result of projects which consist of the design, construction, financing, application and maintenance of large-scale complex operational assets or infrastructures, which are owned by the company or are under concession for a period of time. The projects are initially financed through non-recourse medium-term bridge loans and later by non-recourse Project Finance. These non-recourse Project Finance assets are generally the result of projects which consist of the design, construction, financing, application and maintenance of large-scale complex operational assets or infrastructures, which are owned by the company or are under concession for a period of time. The projects are initially financed through non-recourse medium-term bridge loans and later by non-recourse Project Finance.
In this respect, the basis of the financing agreement between the Company and the bank lies in the allocation of the cash flows generated by the project to the repayment of the principal amount and interest expenses, excluding or limiting the amount secured by other assets, in such a way that the bank recovers the investment solely through the cash flows generated by the project financed, any other debt being subordinated to the debt arising from the non-recourse financing applied to projects until the non-recourse debt has been fully repaid. For this reason, fixed assets in projects are separately reported on the face of the Consolidated Statement of Financial Position, as is the related non-recourse debt in the liability section of the same statement.
In addition, within the fixed assets in projects line item of the Consolidated Statement of Financial Position, assets are sub-classified under the following two sub-headings, depending upon their nature and their accounting treatment:
- Property, plant and equipment: includes tangible fixed assets which are financed through a non-recourse loan and are not subject to a concession agreement as described below. Their accounting treatment is described in Note 2.3.
- Intangible assets: includes fixed assets financed through non-recourse loans, mainly related to service concession agreements, which are accounted for as intangible assets in accordance with IFRIC 12 (see Note 2.24). The rest of the assets shown under this heading are the intangible assets owned by the project company, the description and accounting treatment of which are set forth in Note 2.5.
Non-recourse project finance typically includes the following quarantees:
- Shares of the project developers are pledged.
- Assignment of collection rights.
- Limitations on the availability of assets relating to the project.
- Compliance with debt coverage ratios.
- Subordination of the payment of interest and dividends to meeting these ratios.
Once the project finance has been repaid and the non-recourse debt and related guarantees fully extinguished, assets reported under this category are reclassified to the Property, Plant and Equipment or Intangible Assets line items, as applicable, in the Consolidated Statement of Financial Position.
$2.5.$ Intangible assets
Goodwill $a)$
Goodwill is recognized as the excess of the sum of the considerations transferred, the amount of any noncontrolling interest in the acquire and the fair value, on the date of acquisition, of the previously held interest in the acquiree over the fair value, at the acquisition date, of the identifiable assets acquired and the liabilities and contingent liabilities assumed. If the sum of the considerations transferred, the amount of any non-controlling interest in the acquiree and previously held interest in the acquiree is lower than the fair value of the net assets acquired and it represents a bargain purchase, the difference is recognized directly in the Income Statement.
Goodwill relating to the acquisition of subsidiaries is included in intangible assets, while goodwill relating to associates is included in investments in associates.
Goodwill is carried at cost less accumulated impairment losses (see Note 2.7). Goodwill is allocated to Cash Generating Units (CGU) for the purposes of impairment testing, these CGU's being the units which are expected to benefit from the business combination that generated the goodwill.
Gains and losses on disposal of an entity include the carrying amount of goodwill relating to the entity sold
$h)$ Computer programs
Licenses for computer programs are capitalized on the basis of the original program, comprising purchase costs and preparation/installation cost directly associated with the program. Such costs are amortized over their estimated useful life. Development and maintenance costs are expensed to the Income Statement in the period in which they are incurred.
Costs directly related with the production of identifiable computer programs adapted to the needs of the Group and which are likely to generate economic benefit in excess of their costs for a period of one year are recognized as intangible assets if they fulfill the following conditions:
- It is technically possible to complete the production of intangible asset in such a way that it is $\blacksquare$ available for use or sale:
- $\mathbf{r}$ Management intends to complete the intangible asset for its use or sale;
- The company is able to use or sell the intangible asset; $\blacksquare$
- Ė There is availability of appropriate technical, financial or other resources to complete the development and to use or sell the intangible asset; and
- Disbursements attributed to the intangible asset during its development may be reliably measured.
Costs directly related to the production of computer programs recognized as intangible assets are amortized over their estimated useful lives which do not normally exceed 10 years.
Costs that fail to meet the criteria above are recognized as expenses when incurred.
Research and development costs $\mathsf{C}$
Research costs are recognized as an expense in the period in which they are incurred and they are identified on a project by project basis.
Development costs (relating to the design and testing of new and improved products) are recognized as an intangible asset when all the following criteria are met:
- $\blacksquare$ It is probable that the project will be successful, taking into account its technical and commercial viability, so that the project will be available for its use or sale;
- It is probable that the project will generate future economic benefits, in terms of both external sales ř. or internal use:
- $\mathbf{r}$ Management intends to complete the project for its use or sale;
- ٠ The Company is able to use or sell the intangible asset;
- There is availability of appropriate technical, financial or other resources to complete the development and to use or sell the intangible asset; and
- The costs of the project/product can be estimated reliably.
Once the product is in the market, the capitalized costs are amortized on a straight-line basis over the period for which the product is expected to generate economic benefits, which is normally 5 years, except for development assets related to the thermo-solar plant using tower technology which are amortized over 25 years.
Any other development costs are recognized as an expense in the period in which they are incurred and are not recognized as an asset in later periods.
Grants or subsidized loans obtained to finance research and development projects are recognized in the Income Statement following the rules of capitalization or expensing which have been described above.
Emission rights of green house gases for own use $d$
This heading recognizes greenhouse gas emissions rights obtained by the Group through allocation by the competent national authority, which are used against the emissions discharged in the course of the Group's production activities. These emission rights are measured at their cost of acquisition and are derecognized from the Statement of Financial Position when used, under the National Assignation Plan for Greenhouse Gas Permits or when they expire.
Emission rights are tested for impairment to establish whether their acquisition cost is greater than their fair value. If impairment is recognized and, subsequently, the market value of the rights recovers, the impairment loss is reversed through the Income Statement, up to the limit of the original carrying value of the rights.
When emitting greenhouse gases into the atmosphere, the emitting company provides for the tonnage of CO2 emitted at the average purchase price per tone of rights acquired. Any emissions in excess of the value of the rights purchased in a certain period will give rise to a provision for the cost of the rights at that date.
In the event that the emission rights are not for own use but intended to be traded in the market, the contents of Note 2.12 will be applicable.
$2.6.$ Borrowing costs
Borrowing costs incurred in the construction of any qualifying asset are capitalized over the period required to complete and prepare the asset for its intended use (at Abengoa a qualifying asset is defined as an asset for which the production or preparation phase is longer than one year).
Costs incurred relating to non-recourse factoring, when the accounting treatment requires the asset being factored to be derecognized in the Statement of Financial Position, are expensed when the factoring transaction is completed with the financial institution.
Remaining borrowing costs are expensed in the period in which they are incurred.
$27$ Impairment of non-financial assets
On a quarterly basis, Abengoa reviews its property, plant and equipment, intangible assets with finite and indefinite useful life and goodwill to identify any indicators of impairment.
In case any indicator of impairment is identified, Abengoa reviews the asset to determine whether there has been any impairment.
To establish whether there has been any impairment of asset, it is necessary to calculate the asset's recoverable amount. The recoverable amount is the higher of its market value less costs to sell and the value in use, defined as the present value of the estimated future cash flows to be generated by the asset. In the event that the asset does not generate cash flows independently of other assets, Abengoa calculates the recoverable amount of the Cash-Generating Unit to which the asset belongs. To calculate its value in use, the assumptions include a discount rate, growth rates and projected changes in both selling prices and costs. The discount rate is estimated by the Directors, pre-tax, to reflect both changes in the value of money over time and the risks associated with the specific Cash-Generating Unit. Growth rates and movements in prices and costs are projected based upon internal and industry projections and management experience respectively. Financial projections range between 5 and 10 years depending on the growth potential of each Cash Generating Unit (see Note 4.4.b). The years of financial projections used for the purpose of impairment test for the most significant amounts of goodwill by business unit are disclosed below:
| Business Unit | Years of financialprojections |
|---|---|
| Bioenergy | 10 |
| Environmental Services | 5 |
| Industrial Engineering and Construction | 10 |
| Information Technology | 5 |
In the event that the recoverable amount of an asset is lower than its carrying amount, an impairment charge for the difference between the recoverable amount and the carrying value of the asset is recorded in the Consolidated Income Statement under the item "Depreciation, amortization and impairment charges". With the exception of goodwill, impairment losses recognized in prior periods which are later deemed to have been recovered are credited to the same income statement heading.
2.8. Financial Investments (current and non-current)
Financial investments are classified into the following categories, based primarily on the purpose for which they were acquired:
- Financial assets at fair value through profit and loss; a)
- b) Loans and receivables;
- $\mathsf{C}$ Financial assets held to maturity; and
- Financial assets available for sale. $\mathsf{d}$
Management determines the classification of each financial asset upon initial recognition, with their classification subsequently being reviewed at each year end.
Financial assets at fair value through profit and loss $\mathsf{a}$
This category includes the financial assets acquired for trading and those initially designated at fair value through profit and loss. A financial asset is classified in this category if it is acquired mainly for the purpose of sale in the short term or if it is so designated by Management. Financial derivates are also classified as acquired for trading unless they are designated as hedging instruments. The assets of this category are classified as current assets, if they are expected to be realized in less than 12 months after the year-end date of each company. Otherwise, they are classified as non-current assets.
These financial assets are recognized initially at fair value, without including transaction costs. Subsequent changes in fair value of the assets are recognized under "Gains or losses from financial assets at fair value" within the "Finance income or expense" line of the Income Statement for the period.
Accounts receivable $h$
Loans and receivables are considered to be non-derivative financial assets with fixed or determinable payments which are not listed on an active market. They are included as current assets except in cases in which they mature more than 12 months after the date of the Statement of Financial Position.
Following the application of IFRIC 12, certain assets under concession can qualify as financial receivables $(see Note 2.24).$
Loans and receivables are initially recognized at fair value plus transaction costs. Subsequently to their initial recognition, loans and receivables are measured at amortized costs in accordance with the effective interest rate method. Interest calculated using the effective interest rate method is recognized under "Interest income from loans and debts" within the "Other net finance income/expense" line of the Income Statement.
$\mathcal{C}$ Financial assets held to maturity
This category includes those financial assets which are expected to be held to maturity and which and are not derivatives and have fixed or determinable payments.
These assets are initially recognized at fair value plus transaction costs and subsequently at their amortized cost under the effective interest rate method. Interest calculated under the effective interest rate method is recognized under "Other finance income" within the "Other net finance income/expense" line of the Income Statement".
$\mathsf{d}$ Financial assets available-for-sale
This category includes non-derivative financial assets which do not fall within any of the previously mentioned categories. For Abengoa, they primarily comprise interests in other companies that are not consolidated. They are classified as non-current assets, unless Management anticipates the disposal of such investments within 12 months following the date of the company's Statement of Financial Position.
Financial assets available for sale are recognized initially at fair value plus transaction costs. Subsequent changes in the fair value of these financial assets are recognized directly in equity, with the exception of translation differences of monetary assets, which are charged to the Income Statement. Dividends from available-for-sale financial assets are recognized under "Other finance income" within the "Other net finance income/expense" line of the Income Statement when the right to receive the dividend is established.
When available-for-sale financial assets are sold or are impaired, the accumulated amount recorded in equity is transferred to the Income Statement. The amount of the cumulative loss that is reclassified from equity to profit or loss in cases when the financial assets are impaired is the difference between the acquisition cost (net of any principal repayment and amortization) and current fair value, less any impairment loss on that financial asset previously recognized in profit or loss To establish whether the assets have been impaired, it is necessary to consider whether the reduction in their fair value is significantly below cost and whether it will be for a prolonged period of time. The accumulated loss is the difference between the acquisition cost and the fair value less any impairment losses. In general, impairment losses recognized in the Income Statement are not later reversed through the Income Statement.
Acquisitions and disposals of financial assets are recognized on the trading date, i.e. the date upon which there is a commitment to purchase or sell the asset. The investments are derecognized when the right to received cash flows from the investment has expired or has been transferred and all the risks and rewards derived from owning the asset have likewise been substantially transferred.
The fair value of listed financial assets is based upon current purchase prices. If the market for a given financial asset is not active (and for assets which are not listed), the fair value is established using valuation techniques such as considering recent free market transactions between interested and knowledgeable parties, in relation to other substantially similar instruments, analyzing discounted cash flows and option price fixing models, using to the greatest extent possible, information available in the market.
At the date of each Statement of Financial Position, the Group evaluates if there is any objective evidence that the value of any financial asset or any group of financial assets has been impaired.
2.9. Derivative financial instruments and hedging activities
Derivatives are initially recognized at fair value on the date that the derivative contract is entered into, and are subsequently measured at fair value. The basis for recognizing the gain or loss from changes in the fair value of the derivative depends upon whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged.
The relationship between hedging instruments and hedged items is documented at the beginning of each transaction, as well as its objectives for risk management and strategy for undertaking various hedge transactions.
Both the start of the hedge and subsequently on a continual basis at each closing an effectiveness test is performed on each of the derivative financial instruments designated as a hedge to justify being offset against changes in the fair value or cash flows relating to the hedged items.
The most common methods that have been chosen by the Group to measure the effectiveness of financial instruments designated to be hedges, are the dollar offset and regression methods.
Either of these methods are applied by the Group to perform the following effectiveness tests:
- Prospective effectiveness test: performed at the designation date and at each accounting closing date for the purposes of determining that the hedge relationship continues to be effective and can be designated in the subsequent period.
- Retrospective effectiveness test: performed at each accounting closing date in order to determine the ineffectiveness of the hedge, which must be recognized in the income statement.
At the inception of each transaction, the Group documents the relationship between the hedging instrument and the item being hedged as well as its risk management objectives and the strategy for undertaking the different hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are effective in offsetting changes in the fair value or cash flows of the hedged items.
On this basis there are three types of derivative:
Fair value hedge for recognized assets and liabilities $\mathsf{a}$
Changes in fair value are recorded in the Income Statement, together with any changes in the fair value of the asset or liability that is being hedged.
Cash flow hedge for forecast transactions $b)$
The effective portion of a change in the fair value of derivatives is recognized in equity, whilst the gain or loss relating to the ineffective portion is recognized immediately in the consolidated Income Statement.
However, when designating a one-side risk as a hedged risk the intrinsic value and time value of the financial hedge instrument are separated, recording the changes in the intrinsic value on equity, while changes in the time value are recorded in the Consolidated Income Statement. The Group has financial hedge instruments with these characteristics, such as interest rate options (caps), which are described in Note 11.
Amounts accumulated in equity are transferred to the Income Statement in periods in which the hedged item impacts profit and loss. However, when the forecast transaction which is hedged results in the recognition of a non-financial asset or liability, the gains and losses previously deferred in equity are included in the initial measurement of the cost of the asset or liability.
When the hedging instrument matures or is sold, or when it no longer meets the criteria required for hedge accounting, accumulated gains and losses recorded in equity remain as such until the forecast transaction is ultimately recognized in the Income Statement. However, if it becomes unlikely that the forecast transaction will actually take place, the accumulated gains and losses in equity are recognized immediately in the Income Statement.
Net investment hedges $\cap$
Hedges of a net investment in a foreign operation, including the hedging of a monetary item considered part of a net investment, are recognized in a similar way to cash flow hedges:
- The part of the loss or gain of the hedging instrument that is determined to be an effective hedge is directly recognized in equity (see IAS 1), and
- The part that is ineffective is recognized in the Income Statement of the year.
The profit or loss of the hedging instrument in relation to the part of the hedge that is directly recognized in equity is recognized in the Income Statement for the year when the foreign operation is sold or disposed of.
The total fair value of hedging instruments is recorded as a non-current asset or liability when the hedged item is to mature at more than 12 months and as a current asset or liability if less than 12 months. Trading derivatives are classified as a current asset or liability.
Changes in the fair value of derivative instruments which do not qualify for hedge accounting are recognized immediately in the Income Statement.
Contracts held for the purposes of receiving or making payment of non-financial elements in accordance with expected purchases, sales or use of goods ("own-use contracts") of the Group are not recognized as derivative instruments, but as executory contracts. In the event that such contracts include embedded derivatives, they are recognized separately from the host contract, if the economic characteristics of the embedded derivative are not closely related to the economic characteristics of the host contract. The options contracted for the purchase or sale of non-financial elements which may be cancelled through cash outflows are not considered to be own-use contracts.
2.10. Fair value estimates
The fair value of financial instruments which are traded on active markets (such as officially listed derivatives, investments acquired for trading and available-for-sale instruments) is determined by the market value as at the date of the Statement of Financial Position.
A market is considered active when quoted prices are readily and regularly available from stock markets. financial intermediaries, among others, and these prices reflect current market transactions regularly occur between parties that operate independently.
The fair value of financial instruments which are not listed and do not have a readily available market value is determined by applying various valuation techniques and through assumptions based upon market conditions as of the date of the Statement of Financial Position. For long-term debt, the market prices of similar instruments are applied. For the remaining financial instruments, other techniques are used such as calculating the present value of estimated future cash flows. The fair value of interest rate swaps is calculated as the present value of estimated future cash flows. The fair value of forward exchange rate contracts is measured on the basis of market forward exchange rates as at the date of Statement of Financial Position.
The nominal value of receivables and payables less estimated impairment adjustments is assumed to be similar to their fair value due to their short-term nature. The fair value of financial liabilities is estimated as the present value of contractual future cash outflows, using market interest rate available to the Group for similar financial instruments.
Detailed information on fair values is included in Note 9.2.
2.11. Inventories
Inventories are stated at the lower of cost or net realizable value. In general, cost is determined by using the first-in-first-out (FIFO) method. The cost of finished goods and work in progress includes design costs, raw materials, direct labor, other direct costs and general manufacturing costs (assuming normal operating capacity). Borrowing costs are not included. The net realizable value is the estimated sales value in the normal course of business, less applicable variable selling costs.
Cost of inventories includes the transfer from equity of gains and losses on qualifying cash-flow hedging instruments related with the purchase of raw materials or with foreign exchange contracts.
2.12. Carbon emission credits (CERs)
Several Abengoa entities are involved in a number of external projects to reduce CO2 emissions through participation in Clean Development Mechanisms (CDM) and Joint Implementation (JI) programs with those countries/parties which are purchasing Carbon Emission Credits (CERs) and Emission Reduction Credits (ERUs), respectively. CDMs are projects in countries which are not required to reduce emission levels, whilst JIs are aimed at developing countries which are required to reduce emissions.
Both projects are developed in two phases:
- Development phase, which, in turn, has the following stages: $1)$
- Signing an ERPA agreement (Emission Reduction Purchase Agreement), to which certain offer costs are associated.
- PDD (Project Design Document) development.
- Obtaining a certification from a qualified third party regarding the project being developed and à. submitting the certification to the United Nations, where it is registered in a database.
Thus, the Group currently holds various agreements for consultancy services within the framework of the execution of Clean Development Mechanisms (CDM). Costs incurred in connection with such consultancy services are recognized by the Group as non-current receivables.
- Phase of annual verification of the reductions in CO2 emissions. After this verification, the company receives Carbon Emission Credits (CERs), which are registered in the National Register of Emission Rights. CERs are recorded as inventories and measured at market value.
Likewise, the company may hold Emission Allowances assigned by the competent EU Emission Allowance Authority (EUAs), which may also be measured at market price if held for sale. In the event that the EUA are held for own use (see Note 2.5.b).
Furthermore, there are carbon fund holdings aimed at financing the acquisition of emissions from projects which contribute to a reduction in greenhouse gas emissions in developing countries through CDM's and JA's, as discussed above. Certain Abengoa companies have holdings in such carbon reduction funds which are managed by an external Fund Management team. The Fund directs the resources of the funds to purchasing Emission Reductions through MDL and AC projects.
The company with holdings in the fund incurs a number costs (ownership commissions, prepayments and purchases of CER's). From the start, the holding is recorded [on the balance sheet based upon the original Carbon Emission Credit (CER) allocation agreement; however this amount will be allocated over the life of the fund. The price of the CER is fixed for each ERPA. Based upon its percentage holding, and on the fixed Price of the CER, it receives a number of CER's as obtained by the Fund from each project.
These contributions are considered as long-term investments and are recognized in the Consolidated Financial Statement under the heading of Other Financial Investments.
2.13. Biological assets
Abengoa recognizes sugar cane in production as biological assets. The production period of sugar cane covers the period from preparation of the land and sowing the seedlings until the plant is ready for first production and harvesting. Biological assets are classified as property, plant and equipment in the Statement of financial position. Biological assets are recognized at fair value, calculated as the market value less estimated harvesting and transport costs.
Agricultural products harvested from biological assets, which in the case of Abengoa are cut sugar cane, are classified as inventories and measured at fair value less estimated sale costs at the point of sale or harvesting.
The reference used for the market value of biological assets and agricultural products is typically the projected cane crop price in April, provided on a monthly basis by the Cane, Sugar and Alcohol Producers Board (Consecana).
Gains or losses arising as a result of changes in the fair value of such assets are recognized in the Consolidated Income Statement.
To obtain the fair value of the sugar cane while growing, a number of assumptions and estimates have been made in relation to the area of land sown, the estimated TRS (Total Recoverable Sugar contained within the cane) per tonne to be harvested and the average degree of growth of the agricultural product in the different areas sown
In the opinion of the parent company Directors, the fair value of the assets recognized does not differ significantly from their cost.
2.14. Trade and other receivables
Trade accounts receivable relate to amounts due from customers for sales of goods and services rendered in the normal course of operation. These items are included under current assets, unless maturing in more than 12 months after the balance sheet date, in which case the items are recorded under non-current assets.
Trade receivables are recognized initially at fair value and are subsequently measured at amortized cost using the effective interest rate method, less provision for impairment. Trade receivables falling due in less than one year are carried at their face value at both initial recognition and subsequent measurement, provided that the effect of not discounting flows is not significant.
A provision for impairment of trade receivables is recorded when there is objective evidence that the Group will not be able to recover all amounts due as per the original terms of the receivables.
The existence of significant financial difficulties, the probability that the debtor is in bankruptcy or financial reorganization and the lack or delay in payments are considered evidence that the receivable is impaired.
The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate.
When a trade receivable is uncollectable, it is written off against the bad debt provision. Subsequent recovery of trade receivables which were previously written off is credited against "Other operating expenses" in the Income Statement.
Trade debtors and other accounts receivable which have been factored with financial entities are only removed from the Company's accounting records and excluded from assets on the consolidated statement of financial condition if all risks and rewards of ownership of the related financial assets have been transferred, comparing the Company's exposure, before and after the transfer, to the variability in the amounts and the calendar of net cash flows from the transferred asset. Once the Company's exposure to this variability has been eliminated or substantially reduced, the financial asset has been transferred, and is derecognized from the consolidated statement of financial condition (See Note 9.1.b).
2.15. Cash and cash equivalents
Cash and cash equivalents include cash in hand, cash in bank and other highly-liquid current investments with an original term of three months or less.
In the Statement of Financial Position, bank overdrafts are classified as borrowings within current liabilities.
2.16. Share capital
Parent company shares are classified as equity.
Transaction costs directly attributable to new shares are presented in equity as a reduction, net of taxes, to the consideration received from the issue. Any amounts received from the sale of treasury shares, net of transaction costs, are classified in equity.
2.17. Government grants
Non-refundable capital grants are recognized at fair value when it is considered that there is a reasonable assurance that the grant will be received and that the necessary qualifying conditions, as agreed with the entity assigning the grant, will be adequately complied with.
Grants related to income are deferred in the Statement of Financial Position and are recognized in the Income Statement based on the period necessary to match them with the costs they intend to compensate.
Grants related to fixed assets are recorded as non-current liabilities in the Consolidated Statement of Financial Position and are recognized in the Consolidated Income Statement on a straight-line basis over the estimated useful economic life of the assets.
2.18. Loans and borrowings
External resources are classified in the following categories:
- Non-recourse financing applied to projects (see note 15); a)
- Corporate financing (see Note 16); $b)$
Loans and borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost and any difference between the proceeds initially received (net of transaction costs incurred in obtaining such proceeds) and the repayment value is recognized in the Income Statement over the duration of the borrowing using the effective interest rate method.
Interest-free loans mainly granted for research and development projects are initially recognized at fair value. The difference between the cash-flow received and the fair value of the loan for development projects capitalized is recorded within "Grants and Other Liabilities" in the consolidated statement of financial position, allocating it to the income statement according to the useful life of the asset. The difference between the cash received and the fair value of the loan used as subsidies for research costs is recognized as income under "Grants" within the "Other operating income" in the Consolidated Income Statement when the costs are incurred. Where the loan is received before the costs are incurred, the difference is recognized as "Grants and other liabilities" of the Consolidated Statement of Financial Situation.
Commissions paid for obtaining credit lines are recognized as transaction costs if it is probable that part or all of the credit line will be drawn down. If this is the case, commissions are deferred until the credit line is drawn down. If it is not probable that all or part of the credit line will be drawn down, commission costs are recorded as an advance payment for liquidity services and amortized over the period for which the credit line is available to the Group.
Loans and borrowings are classified as current liabilities unless an unconditional right exists to defer their repayment by at least 12 months following the date of the Statement of Financial Position.
2.18.1. Convertible bonds
On July 24, 2009, Abengoa S.A. issues a convertible bond for the amount of $\epsilon$ 200 million, maturing at five (5) years, among qualified and institutional buyers.
On February 3, 2010, Abengoa, S.A. issued a convertible bond for the amount of €250 M, maturing at seven (7) years, among qualified and institutional investors.
On April 19, 2010, Telvent GIT, S.A., the primary company of the Information Technologies Business Group, issued a convertible bond for the amount of US$200 M. maturing at five (5) years, among qualified and institutional buyers.
Pursuant to the Terms and Conditions, when the investors exercise their conversion right, the issuer may decide whether to deliver shares of the company or a combination of cash for the nominal value and shares for the difference (for more information on convertible bonds, see Note 16.3).
In accordance with IAS 32 and 39 and the Terms and Conditions of the issue, since the bond grants the parties the right to choose the form of settlement, the instrument represents a financial liability. Because of Abengoa's contractual right to choose the type of payment and the possibility of paying through a variable number of shares, the conversion option qualify as an embedded derivative. Thus, the convertible bond is considered a hybrid instrument, which includes a component of liability for financial debt and an embedded derivative for the conversion option held by the bondholder.
For convertible bonds that qualify as hybrid instruments, the Company initially measures the embedded derivative at fair value and classifies it under the derivative financial instruments liability heading. At the end of each period, the embedded derivative is re-measured and changes in fair value are recognized under "Other financial income or expense" within the "Financial income or expense" line of the Consolidated Income Statement. "The financial liability component of the bond is initially calculated as the difference between the nominal value received for the bonds and the fair value of the aforementioned embedded derivative. Subsequently, the financial liability component is measured at amortized cost until it is settled upon conversion or maturity. In general, transaction costs are recognized as a deduction in the value of the debt in the Statement of Financial Position and included as part of its amortized cost.
2.18.2. Ordinary bonds
On December 1, 2009, Abengoa S.A. completed the issue of a bond for €300 million, maturing at five (5) years, among qualified and institutional buyers.
On March 31, 2010, Abengoa, S.A. issued an ordinary bond for the amount of $\epsilon$ 500 thousand, maturing at six (6) years, among qualified and institutional buyers.
On October 19, 2010, Abengoa Finance, S.A. Unipersonal, a subsidiary of Abengoa, S.A., issued an ordinary bond for the amount of US$650 M, with maturity at seven (7) years, among qualified and institutional buyers.
The company initially recognizes the financial debt at its fair value, net of transaction costs incurred. Subsequently, the bond is measured at amortized cost until settlement upon maturity. Any other difference between the proceeds obtained (net of transaction costs) and the redemption value is recognized in the Income Statement over the term of the debt using the effective interest rate method. Ordinary bonds are classified as non-current liabilities unless they mature during the 12 months following the date of the Statement of Financial Position.
2.19. Current and deferred income taxes
Income tax expense for the period comprises current and deferred taxes. Income tax is recognized in the Income Statement, except to the extent that it relates to items recognized directly in equity. In these cases, income tax is also recognized directly in equity.
Current income tax charge is calculated on the basis of the tax laws in force or about to enter into force as of the date of the Statement of Financial Position in the countries in which the subsidiaries and associates operate and generate taxable income.
Deferred income tax is calculated in accordance with the Statement of Financial Position liability method, based upon the temporary differences arising between the carrying amount of assets and liabilities and their tax base. However, deferred income tax is not recognized if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither the accounting nor the taxable profit or loss. Deferred income tax is determined using tax rates and regulations which are enacted or substantially enacted at the date of the Statement of Financial Position and are expected to apply and/or be in force at the time when the deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is recognized on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary differences is controlled by the Group and it is not probable that they will reverse in the foreseeable future.
All Spanish companies (with the exception of companies registered and domiciled in the Basque Country) applied a corporate tax rate of 30% in 2010 and 2009. Those domiciled in the Basque Country are subject to a corporate tax rate of 28% in 2010 and 2009.
2.20. Employee benefits
$a)$ Share plans
Certain Group companies have obligations in connection with certain share-based incentive plans for managers and employees. These plans are linked to the attainment of certain management objectives for the following years. When there is no active market for the shares granted by the plan, personnel expense is recognized on the basis of the repurchase price identified in the plan during the vesting period. When the shares have a market value, personnel expense is recognized during the vesting period based on their fair value at grant date. In either case, the impact of these share plans on Abengoa's Annual Financial Statements is not significant.
On February 2, 2006, Abengoa granted a Share Acquisition Plan, or Plan, which was approved by the Board of Directors of Abengoa on January 23, 2006. The Plan, which is available on the same terms to all participants, is available to members of the senior management of Abengoa and its subsidiaries. Under the Plan, participants were entitled to purchase up to 3,200,000 shares of Abengoa.
The material terms of the Plan are as follows:
-
Participants: 122 members of the senior management of the Abengoa Group (business group $\mathbf{1}$ managers, business unit managers, technical and research and development officers and corporate services officers) from all its subsidiaries and business areas are eligible to participate in the Plan if they desire to do so. The Plan is not open to any member of Abengoa's Board of Directors.
-
Shares Available for Purchase: Up to 3,200,000 Abengoa shares (the "shares"), which represent $2.$ 3.53% of the equity of Abengoa. The Shares purchased by Plan participants were already issued and in circulation and were purchased on the open market, at the then current market price, over a period that extended to December 31, 2006, in accordance with the Stock Exchange Act (Spain). A total of 3,166,000 were purchased under the Plan. As such, these shares are not dilutive instruments for earnings per share calculation purposes. At year end 2010, the number of shares covered by the plan amounted to 2,764,360 shares.
-
Financing: As an incidental feature of the Plan, each participant utilized the proceeds of an individual $3.$ bank loan from Banco Sabadell, S.A. or Caja Madrid (collectively the "Bank") to finance the purchase of shares of Abengoa under the Plan. The same standard loan terms apply to all participants. The interest rate on the loans is a variable rate equal to EURIBOR plus 0.75%. These are bullet and not amortizing loans. The loans must be repaid by the participants by August 7, 2011. Each loan is secured by a pledge of 100% of the participant's Shares and is guaranteed by the Company to the extent set forth under paragraph 8 below. Except for the pledge of the Shares, the loan is not considered a non-recourse financing to the participant. The maximum amount of indebtedness related to all such loans is 87 million euros (including expenses, commissions and interests). As of December 31, 2010 and 2009, the amounts drawn by total participants under these loans amounted to € 64 million and €63 million respectively
-
$4.$ Share Purchase: The acquisition cost for all participants has been the average acquisition price, plus associated commissions and other costs, for all of the Shares purchased under the Plan for all participants.
-
Term and Vesting Period: The duration and vesting period of the Plan is five complete financial years 5. (2006-2010) plus six months (until June 30, 2011) (the requisite service period). The Plan requires the annual accomplishment by the participant of annual management objectives, including specific financial targets and qualitative objectives, set by the management of the Abengoa Group company by which the participant is employed, as well as their continuation as a Group employee through June 30, 2011. If the annual objectives are not met by the participant, the Bank from which the participant borrowed the funds to purchase his/her Shares may sell a percentage of the Shares purchased for such participant as follows: 2006-30%, 2007-30%, 2008-15%, 2009-15%, 2010- $10%$
-
Restrictions on Sales: A participant may not transfer, sell, borrow against or otherwise dispose of the 6 Shares purchased before July 1, 2011.
-
$7.$ Repurchase Option: Under the Plan, Abengoa has a repurchase option under which Abengoa can require a participant to sell the Shares back to the Company on the occurrence of certain events, such as death, disability or retirement of the participant or termination of the employment of the participant with the Abengoa Group Company.
-
8 Shortfall on Sale of Shares: At the end of the five years and six months term of the Plan, if the amount realized on a sale of the Shares does not entirely cover the amount owed under the loan and costs and taxes on capital gains, Abengoa will compensate the participant with the necessary amount to repay the loan plus accrued and unpaid interest and pay such taxes.
Based on the specific conditions of the plan set forth above, the plan is considered a cash-settled sharebased payment plan in accordance with IFRS 2, since the company compensates the participants for their services in exchange for the assumption of the market risk on the shares. By use of the quarantee on the loan, Abengoa guarantees participants, up to the end of the plan period, no personal losses in conjunction with a change in the price of the shares purchased. As such, Abengoa measures and recognizes at the end of each reporting period, a liability based on the value of the shares. Upon expiration of the Plan, the employee may sell the shares to repay the individual loan or may otherwise repay the loan as they wish.
Compensation expense is recognized over the requisite service period (the vesting period), and is determined by reference to the reasonable value of a hypothetical put option granted by the company to the participant, excluding the effect of vesting conditions that are not market conditions. For these purposes, the calculation takes into account the number of shares that are expected to become exercisable (or vested), which is updated at each year end, recognizing the impact of the revision of the original estimates, if applicable, in the Consolidated Income Statement.
The fair value of the hypothetical options granted during the year 2010, calculated using the Black-Scholes model was €20,832 thousand in 2010 and €20,635 thousand in 2009, recording a loss during the year 2010 of €2.261 thousand (income of €11.450 thousand in 2009) The key data required for the valuation model were share price, the estimated return per dividend, an expected option life of 5 years, an annual interest rate and share market volatility that are included in the table below:
| 12.31.2010 | 12.31.2009 | |
|---|---|---|
| "Spot Abengoa" Price (euros) | 14.4 | 22.6 |
| "Strike" Price (euros) | 25.5 | 25.5 |
| Maturity | 06.30.2011 | 06.30.2011 |
| Volatility | 46% | 52% |
| Number of shares | 2,764,360 | 2,866,045 |
Bonus schemes $h)$
On July 24, 2006 and December 11, 2006, the Board of Directors approved an Extraordinary Variable Remuneration Plan for Managers (Plan Two) at the proposal of the Remuneration Committee. This plan includes 190 beneficiaries and has a total cost of €51,630 thousand over a five-vear period from 2007 to 2011, inclusive. It requires that objectives set forth in the Strategic Plan be attained at an individual level as well as the individual's continued ongoing service throughout the period in question.
In addition to the aforementioned, given that the acquisition of the company B.U.S. Group AB was completed only shortly after implementation of the Plan, on October 22, 2007 the Board of Directors approved the inclusion of the management team of such company, formed by 10 people, in the Plan under the same conditions as those established for the rest of the beneficiaries, for a total amount of €2.520 thousand.
In connection with such variable remuneration plan the Group recognizes a personnel expense in the Income Statement for the amounts annually accrued in accordance with the percentage of compliance with the plan's established objectives. The cost recognized in 2010 was €16,175 thousand (€ 8,087 thousand in 2009), the accumulated cost being $\epsilon$ 37,741 thousand ( $\epsilon$ 21,566 thousand in 2009).
2.21. Provisions
Provisions are recognized when:
- There is a present obligation, either legal or constructive, as a result of past events;
- It is more likely than not that there will be a future outflow of resources to settle the obligation; and
- The amount has been reliably estimated. ×
When there are a number of similar obligations, the likelihood that a cash outflow will be required in settlement is determined by considering the type of obligations as a whole. The provision is recognized even if the likelihood of an outflow with respect to certain items included within the same class is low.
Provisions are measured at the present value of the expected expenditure required to settle the obligation, recognizing any increases in the provision over time as an interest expense.
Contingent liabilities reflect possible obligations to third parties and known obligations which are not recognized due to the low probability of a future outflow of economic resources being required to settle the obligation or, if applicable, because the possible future value of the settlement cannot be reliably estimated. Such contingencies are not recognized in the Statement of Financial Position unless they have been acquired in a business combination. The balance of Provisions disclosed in the Notes reflects management's best estimate of the potential exposure as of the date of preparation of the Consolidated Financial Statements.
2.22. Trade and other payables
Trade and other payables are payment obligations arising from the purchase of goods or services from suppliers in the ordinary course of business and are recognized initially at fair value and are subsequently measured at their amortized cost using the effective interest method.
Other receivables are payment obligations not arising from the purchase of goods or services and that are not treated as debt financing transactions. These accounts are classified as current liabilities if payment falls due within one year. Otherwise they are presented as non-current liabilities.
Advances received from customers are recognized as liabilities within "Other liabilities".
2.23. Foreign currency transactions
$a)$ Functional currency
The components of the financial statements of each of the companies within the Group are measured and reported in the currency of the principal economic environment in which the company operates (the functional currency). The consolidated annual accounts are presented in euro, which is Abengoa's functional and presentation currency.
Transactions and balances $h)$
Transactions denominated in foreign currency are translated into the functional currency applying the exchange rates in force at the time of the transactions. Foreign currency gains and losses that result from the settlement of these transactions and the translation of monetary assets and liabilities denominated in foreign currency at the year-end rates are recognized in the Income Statement, unless they are deferred in equity, as occurs with cash-flow hedges and net investment in foreign operations hedges.
Translation of the financial statements of foreign companies within the Group $\mathcal{C}$
The Income Statements and Statements of Financial Position of all Group companies with a functional currency other than the presentation currency (Euro) are translated into the presentation currency as follows:
- All assets, rights and obligations are translated to the presentation currency using the exchange rate $1)$ in force at the closing date of the Financial Statements.
- $2)$ The items on the Income Statement of each foreign company are translated into the presentation currency using the average annual exchange rate, which is calculated as the arithmetical average of the exchange rates in force at the end of each of the twelve months of the year that does not differ significantly from the day of transaction exchange rate.
- $3)$ The difference between equity, including the profit or loss calculated in accordance with the preceding point and translated at the historical exchange rate, and the net financial position that results from translating the assets, rights and obligations in accordance with point 1) above, is recorded as a positive or negative difference, as applicable, recorded in equity in the Consolidated Statement of Financial Position under the heading "Translation differences".
The results of companies consolidated by the equity method are, if applicable, translated at the average rate for the year, calculated as in point 2) above.
Adjustments to the goodwill and the fair value that arise on the acquisition of a foreign company are treated as assets and liabilities of the foreign company and are translated at the year-end exchange rate.
2.24. Service concession agreements
As indicated in Note 2.4, Service concession agreements are recorded in accordance with the provisions of IFRIC 12.
Service Concession Agreements are public-to-private arrangements in which the public sector controls or regulates the service provided with the infrastructure and their prices, and it is contractually quaranteed to gain, at a future time, ownership of the infrastructure through which the service is provided. The infrastructuresaccounted for by the Group as concessions are mainly related to the activities concerning power transmission lines, desalinization plants and certain thermo-solar electricity generation plants. The infrastructure used in a concession can be classified as a financial asset or an intangible asset, depending on the nature of the payment entitlements established in the agreement.
The Group recognizes an intangible asset to the extent that it has a right to charge final customers for the use of the infrastructure. This intangible asset is subject to the provisions of IAS 38 and is amortisable, taking into account the estimated period of commercial operation of infrastructure. The Group recognizes and measures revenue, costs and margin for providing construction services during the period of construction of the infrastructure in accordance with IAS 11, "Construction Contracts" and revenue for other services in accordance with IAS 18, "Revenue".
Service Concession Agreements are accounted for in accordance with the following criteria:
- $1)$ Total construction costs, including associated financing costs, are registered as intangible assets. Profits attributable to the construction phase of the infrastructure are recognized using the percentage of completion method, based on the fair value assigned to the construction phase and the concession phase.
- The intangible asset is usually amortized on a straight-line basis over the period of the concession. $2)$
- $\mathcal{E}$ The amounts recognized in the Income Statement during the period of the concession are as follows:
- Ordinary income: The annual updated concession fee income is recognized in each period. ×
- Ē. Operating costs: operating and maintenance costs and general overheads and administrative costs are charged to the Income Statement in accordance with the nature of the cost incurred (amount due) in each period. Fixed assets are amortized as per point 2) above.
- Financial costs: financing costs and exchange rate differences arising from repayable debt denominated in foreign currencies are charged to the income statement.
- At the end of each period, each project is tested for impairment if the invested costs are considered not $4)$ recoverable
In those concession agreements where the grantor of the concession is responsible for the payment of the operator's expenses and retains substantially all the legal risks associated with the concession, the asset arising from the construction phase of the project is reported as a non-current receivable within the line item Loans (non-current portion) under the non-current Financial accounts receivable caption of the Consolidated Statement of Financial Position, provided that it is possible to calculate the amount. The non-current receivable is measured at amortized cost in accordance with the effective interest rate method and gradually reduced during the term of the contract against the annual fees received (see also note 2.25 c). Interest calculated using the effective interest rate method is recognized within the line item "Interest income from loans and debt", under the "Finance income" caption of the Consolidated Income Statement.
2.25. Revenue recognition
Ordinary income $a)$
Ordinary income comprises the fair value of sales of goods or services, excluding VAT or similar taxes, any discounts or returns and excluding sales between Group entities.
Ordinary income is recognized as follows:
- Income from the sale of goods is recognized when the Group delivers the goods to the client, the client accepts them and it is reasonably certain that the related receivables will be collectible.
- Income from the sale of services is recognized in the period in which the service is provided, using ä, the percentage of completion method based on the specific contractual terms and conditions of each service agreement, when the revenue of the service contract and the associated costs, as well as the percentage of completion can be estimated reliably and when it is reasonable certain that the related receivables will be collectible. When one or more of such elements of the service contract cannot be estimated reliably, ordinary income from the sale of service is recognized only to the extent of the expenses recognized that are recoverable
- Interest income is recognized using the effective interest rate method. When a receivable is Ė considered impaired, the carrying amount is reduced to its recoverable amount, discounting the estimated future cash flows at the original effective interest rate of the instrument and recording the discount as a reduction in interest income. Income from interest on loans that have been impaired is recognized when the cash is collected or on the basis of the recovery of the cost when the conditions are quaranteed.
- Dividend income is recognized when the right to receive payment is established.
$h)$ Construction contracts
Costs incurred in relation to construction contracts are recognized when incurred. When the outcome of a construction contract cannot be reliably estimated, revenues are only recognized up to the amount of the costs incurred to date that are likely to be recovered.
When the outcome of a construction contract can be reliably estimated and it is probable that it will be profitable, revenue from the contract is recognized over the term of the contract. When it is probable that the costs of the project will be greater than its revenue, expected loss is recognized immediately as an expense. To determine the appropriate amount of revenue to be recognized in any period, the percentage of completion method is applied. The percentage of completion method considers, at the date of the Statement of Financial Situation, the actual costs incurred as a percentage of total estimated costs for the entire contract. Costs incurred in the period which relate to future project activities are not included when determining the percentage of completion. Prepayments and certain other assets are recognized as inventories, depending upon their specific nature.
Partial billing that has not yet been settled by the clients and withholdings are included under the trade and other receivables heading.
Gross amounts owed by clients for ongoing works in which the costs incurred plus recognized profits (minus recognized losses) exceed partial billing are presented as assets under the heading of "Clients, executed projects pending certification".
On the other hand, amounts outstanding from customers for work in progress for which the billing to date is greater than the costs incurred plus recognized profits (less recognized losses) are shown as liabilities within the line item "Down payments from clients" in the Trade payables and other current liabilities caption of the Consolidated Statement of Financial Position.
Lastly, as stated in point 2.3.2 on the measurement of property, plant and equipment in internal asset construction projects outside the scope of IFRIC 12 on Service Concession Arrangements (see Note 2.24), the totality of the revenues and profits between group companies is eliminated, meaning that said assets are shown at their acquisition cost.
Concession contracts $\overline{C}$
Concession contracts are public-private agreements for periods usually between 20 and 30 years including both the construction of infrastructure and future services associated with the operation and maintenance of assets in the concession period.
Revenues are obtained during the concession period via an annual charge payable by the grantor of the concession, which, in certain cases, is adjusted for inflation (see note 2.24 for revenue recognition). Typically the annual charge is updated based upon the official pricing index of the country and in the currency in which the fee is denominated and the fluctuations in local currency against a currency basket.
2.26. Leases
Lease contracts of fixed assets in which a Group company is the lessee and substantially retains all the risks and rewards associated to the ownership of the assets are classified as finance leases.
Finance leases are recognized at inception of the lease for the lower of the fair value of the leased asset and the present value of the minimum lease payments over the contract term. Each lease payment is distributed between debt and financing costs, in a way which establishes a constant interest rate on the outstanding debt. The amounts to be paid over the lease term, net of financing costs, are recognized as non-current and current payables, as appropriate. The interest portion of the financing costs is charged to the Income Statement over the period of the lease agreement, in order to obtain a constant periodic interest rate on the balance of the outstanding debt in each period. Assets acquired under finance lease agreements are depreciated over the shorter of the useful life of the asset and the lease term.
Lease agreements undertaken by the Group in which the entity entering into the agreement does not substantially retain all the risks and rewards associated with the ownership of the asset are classified as operating leases. Payments made under operating leases are charged to the Income Statement (net of any incentives received from the lessor) on a straight-line basis over the lease term.
2.27. Dividend distribution
Dividends paid to the shareholders of the parent company of the Group are recognized as a liability in the period in which the dividend payment is approved by the shareholders of the company distributing the dividend.
2.28. Segment reporting
Information on the Group's operating segments is presented in accordance with the internal information provided to the Group's Chief Operating Decision Maker (CODM). The CODM, responsible for assigning resources and evaluating the performance of the operating segments, has been identified as the Strategy Committee, formed by the Executive Chairman, the Executive Deputy Chairman, the Chief Executive Officer, the Business Group managers, the Organization, Quality and Budgets Manager, the Technical Secretary, the Human Resources Manager, the Corporate Strategy and Development Manager, the Finance Manager, the Investor Relations Manager, the International Institutional Relations Manager, the General Secretary of Sustainability and the General Secretary.
The Strategy Committee analyses the business on a product and geographical basis. The Group is divided in 5 strategic business units: Solar, Bioenergy, Information Technologies, Environmental Services and Industrial Engineering and Construction.
Geographically, the 5 regions which are reported to the CODM are Spain (local market), USA and Canada, the European Union, Central and South America and Other (the remaining overseas markets).
As stated in Note 1.2, during the third quarter of 2010 Abengoa's management decided to start presenting financial information based on three business activities, in addition to the financial information presented by the 5 reporting segments. The financial information by these three business activities is the one that best represents, in management's view, Abengoa's current business environment, due to the continuous evolution of the Group. During 2011, it is expected that such financial information based on the three business activities will represent the discrete financial information which will be reviewed by the Chief Operating Decision Maker to make decisions about the allocation of resources to those business activities and to assess their performance.
Therefore, although the segment information presented in Note 40 includes financial information based on Abengoa's five business segments, in order to facilitate disclosures of the make the Group's financial measures with those utilized by the CODM, additional information has been provided in relation to these three business activities.
For detailed information on the business and geographical segments, see Note 40.
2.29. Environmental assets
Equipment, installations and systems used to eliminate, reduce or control possible environmental impacts are recognized applying analogous criteria to those applied to other similar assets.
The provisions made for environmental restoration, costs of restructuring and litigations are recognized when the company has a legal or constructive obligation as a result of past events and it becomes probable that an outflow of resources will be necessary to settle the obligation and the amount can be reliably estimated.
Note 41.6 gives additional information on the Group's environmental policies.
2.30. Severance payments
Severance payments are made to employees in the event that the company terminates their employment contract prior to the normal retirement age or when the employee voluntarily accepts redundancy in the terms offered by the employer. The Group recognizes severance payments when it is demonstrably committed to third parties to provide indemnities for leaving the company or to dismiss the current workers in accordance with a detailed formal plan, with no possibility of retracting.
2.31. Non-current Assets held for sale and discontinued operations
The Group classifies property, plant and equipment, intangible assets and disposal groups (groups of assets that are to be sold together with their directly associated liabilities) as non-current assets held for sale when, at the date of the Consolidated Statement of Financial Position, an active programme to sell them has been initiated by Management and the sale is foreseen to take place within the following twelve months.
The Group considers discontinued operations those business lines which have been sold or otherwise disposed of or those that meet the conditions to be classified as held-for-sale. Discontinued operations also include those assets which are included in the same sale programme together with the business line. Entities which are acquired exclusively with a view for resale are also classified as discontinued operations.
Assets held for sale or disposal groups are measured at the lower of their carrying value or fair value less estimated costs necessary to sell them. They are no longer amortized or depreciated as from the moment they are classified as non-current assets held for sale.
Non-current assets held for sale and the components of disposal groups are presented in the Statement of Financial Position as follows: assets are included under a single heading called "Assets held for sale and discontinued operations" and liabilities are also included under a single heading called "Liabilities held for sale and discontinued operations".
The after-tax profit or loss on discontinued operations is presented in a single line within the Consolidated Income Statement under the heading "Profit or loss for the year from discontinued operations, net of tax".
Note 3.- Critical Accounting Policies
The preparation of the consolidated financial statements in conformity with IFRS-EU requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the specific circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
An understanding of the accounting policies for these items is critically important to understand the consolidated financial statements. The following discussion provides more information regarding the estimates and assumptions used for these items in accordance with IFRS-EU and should be read in conjunction with the notes to the consolidated financial statements.
The most critical accounting policies, which reflect significant management estimates and judgment to determine amounts in the consolidated financial statements, are as follows:
- Impairment of intangible assets and goodwill. ×
- Consolidation through de facto control. ř.
- ä, Revenue from construction contracts
- Income taxes and recoverable amount of deferred tax assets
- Share-based payments ٠
- Derivatives and hedging $\mathbf{r}$
- Concession agreements ä,
Some of these accounting policies require the application of significant judgment by management to select the appropriate assumptions to determine these estimates. These assumptions and estimates are based on our historical experience, advice from experienced consultants, forecasts and other circumstances and expectations as of the close of the financial period. The assessment is considered in relation to the global economic situation of the industries and regions where the Group operates, taking into account future development of our businesses. By their nature, these judgments are subject to an inherent degree of uncertainty; therefore, actual results could materially differ from the estimates and assumptions used. In such cases, the carrying values of assets and liabilities are adjusted.
As of the date of preparation of these consolidated financial statements, no relevant changes in the estimates made are anticipated and, therefore, no significant changes in the value of the assets and liabilities recognized at December 31, 2010 are expected.
Although these estimates and assumptions are being made using all available facts and circumstances, it is possible that future events may require management to amend such estimates and assumptions in future periods. Changes in accounting estimates are recognized prospectively, in accordance with IAS 8, in the consolidated income statement of the year in which the change occurs. The Group significant accounting policies are more fully described in Note 2.
Impairment of intangible assets and goodwill
Goodwill and intangible assets which have not yet come into operation or that have an indefinite useful life are not amortized and are tested for impairment on an annual basis or whenever there is an impairment indicator. Goodwill is tested for impairment within the Cash-Generating Unit to which it belongs. Other intangible assets are tested individually, unless they do not generate cash flows independently from other assets, in which case they are tested within the Cash-Generating Unit to which they belong.
To establish the existence of impairment, the carrying amount of the asset or Cash-Generating Unit is compared to its recoverable amount. The recoverable amount is the higher of its fair value less cost to sell and its value in use, which is the present value of future cash flows generated by the asset or Cash-Generating Unit.
Fair value is determined using discounted cash flows, market multiples or market capitalization, assigning a reasonable percentage of costs to sell if they are not determined specifically for the asset or Cash-Generating Unit being tested. Value in use calculations require the use of significant estimates and assumptions in relation to discount rates, growth rates and projected changes in both selling prices and costs.
For those cash generating units with high growth potential, the Group uses cash flow projections for a period of 10 years based on the cash flows identified in the Group's strategic plans, which are reviewed and approved every six months by the management of the Group. The residual value is calculated based on the cash flows of the latest year projected using a steady or nil growth rate. The use of a 10 year period is based on the consideration that this is the minimum period that needs to be used in order to appropriately reflect all the potential growth of these cash generating units. In addition, 10 years projections are prepared based on the historical experience within the Group in preparing long-term strategic plans, which are considered reliable and are prepared on the basis of the Group's internal control system. These cash flows are considered reliable since they can easily adapt to the changes of the market and of the business segment to which cash generating units belong, based on the Group's past experience on cash flows and margins and on future expectations.
For other cash generating units the Group uses cash flows projections based on a period of 5 years, calculating the residual value based on the cash flows of the latest year projected, using a growth rate which does not exceed the long term rate for the market in which the cash generating units operates and which ranges between 1% and 6%.
Projected cash flows are discounted using a discount rate (see Note 4.4) based on the Weighted Average Cost of Capital, adjusted for the specific risks associated to the business unit to which the cash generating unit belongs.
Based on the calculations of value in use in accordance with the assumptions and hypotheses described above for the years 2010 and 2009 the recoverable amount of the cash generating units to which goodwill was assigned was significantly in excess of their carrying amount, even after having performed certain sensitivity analyses on discount rates and residual values.
During the years 2010 and 2009 there were no intangible assets with indefinite useful life or intangible assets not yet in use that were impaired.
Consolidation through de facto control
During 2009, through two different transactions, Abengoa sold part of its investment in Telvent GIT, S.A. (Telvent) equivalent to the 22.79%, maintaining an interest of 41.09% in Telvent at the 2009 year end. Although Abengoa's investment is less than 50%, Telvent is still a Group subsidiary, since Abengoa is the principal shareholder with full de facto control over the company.
Telvent GIT is fully consolidated within the Group as a consequence of the framework of the relationship between Abengoa and Telvent through which Abengoa has the power to direct Telvent's financial and operating policies in order to obtain profits from its activities, as stated in International Accounting Standard 27, Consolidated Financial Statements and Accounting for Investments in Subsidiaries ("IAS 27"). De facto control describes the situation where an entity ownsless than 50% of the voting shares in another entity, but is deemed to have control for reasons oth voting rights, contract or the Bylaws. This conclusion is based on judgment of the Abengoa Management on the basis of the following facts and circumstances, which are evaluated and assessed at each year end:
- the substantial control over the company's management and control systems. ×
- agreement amongst Telvent's Shareholders that evidence and confirm the support to Abengoa's proposals as a × result of exercising de facto control over the company.
- the profile of the other shareholders of Telvent and their activity in the market, together with their strategy and × communications which are not aimed at obtaining control of Telvent...
- the company's free float, the daily trading volume of its shares and the percentage of interest held by Abengoa. ×
- the absence of agreements between other shareholders. ×
- the behavior of other investors in line with that of Abengoa at the General Meeting of Shareholders.
- the composition of the Board of Directors and the analysis of its voting results.
- the structure of the financing and quarantees that Abengoa provides to the company.
Judament is required in applying the control concept to assess whether de facto control exists. The loss of de facto control over Telvent would have a significant impact on the assets, liabilities, results of operations and cash flows of the Group.
Revenue from construction contracts
Revenue from construction contracts is recognized using the percentage-of-completion method for contracts whose outcome can be reliably estimated and it is probable that they will be profitable. When the outcome of a construction contract cannot be reliably estimated, revenue is recognized only to the extent it is probable that contract costs incurred will be recoverable.
The percentage of completion is determined at the date of every Statement of Financial Position based on the actual costs incurred as a percentage of total estimated costs for the entire contract. Costs incurred in the period which relate to future project activities are not included when establishing the percentage of completion. Prepayments and certain other assets are recognized as inventories, depending upon their specific nature.
Revenue recognition using the percentage-of-completion method involves the use of estimates of certain key elements of the construction contracts, such as total estimated contract costs, allowances or provisions related to the contract, period of execution of the contract and recoverability of the claims. The Company has established, over the years, a robust project management and control system, with periodic monitoring of each project. This system is based on the long-track experience of the Group in constructing complex infrastructures and installations. As far as practicable, the Group applies past experience in estimating the main elements of construction contracts and rely on objective data such as physical inspections or third parties confirmations. Nevertheless, given the highly tailored characteristics of the construction contracts, most of the estimates are unique to the specific facts and circumstances of each contract.
Although estimates on construction contracts are periodically reviewed on an individual basis, we exercise significant judgments and not all possible risks can be specifically quantified.
It is important to point out that, as stated in Note 2.3.2 on the measurement of property, plant and equipment, in the internal asset construction projects outside the scope of IFRIC 12 on Service Concession Arrangements (see Note 2.24), the totality of the revenues and profits between group companies is eliminated, meaning that said assets are shown at their acquisition cost.
Income taxes and recoverable amount of deferred tax assets
The current income tax provision is calculated on the basis of relevant tax laws in force at the date of the Statement of Financial Position in the countries in which the subsidiaries and associates operate and generate taxable income. Subsidiaries which are not included in the tax group file income tax returns in numerous tax jurisdictions around the world.
Determining income tax payable requires judgment in assessing the timing and the amount of deductible and taxable items, as well as the interpretation and application of tax laws in different jurisdictions. Due to this fact, contingencies or additional tax expenses could arise as a result of tax inspections or different interpretations of certain tax laws by the corresponding tax authorities.
Group Management assesses the recoverability of deferred tax assets on the basis of estimates of the future taxable profit. In making this assessment, Management considers the foreseen reversal of deferred tax liabilities, projected taxable profit and tax planning strategies. This assessment is carried out on the basis of internal projections, which are updated to reflect the Group's most recent operating trends.
The Group's current and deferred income taxes may be impacted by events and transactions arising in the normal course of business as well as by special non-recurring items. Assessment of the appropriate amount and classification of income taxes is dependent on several factors, including estimates of the timing and realization of deferred tax assets and the timing of income tax payments.
Actual collections and payments may materially differ from these estimates as a result of changes in tax laws as well as unforeseen future transactions impacting the income tax balances.
Deferred income tax is determined using tax rates and regulations which are enacted or substantially enacted at the date of the Statement of Financial Position and, therefore, are expected to apply and/or be in force at the time when the deferred income tax liability is settled.
Share-based payments
The Group maintains various share based incentive schemes for certain of its managers and employees at the parent company and subsidiaries level. The most significant of these schemes was granted in 2005 and it is available to 122 managers of Abengoa up to 3.53% of the share capital of the parent company, being linked to the achievement of certain business objectives. Based on its specific conditions, the share based scheme is considered as a cash-settled share based payment, by means of which the company acquires the services provided by the managers, incurring a liability for an amount based on the value of the shares.
The fair value of the services of the managers received in exchange for the granting of the option is recognized as a personnel expense using the Black-Scholes valuation model. Certain inputs are used in the Black-Scholes model to generate variables such as the share price, the estimated return per dividend, the expected life of the option (5 years), the interest rates and the share market volatility, as appropriate.
The total amount charged to expenses during the vesting period is determined by reference to the fair value of a hypothetical option to sell ("put") granted by the company to the managers, excluding the effect of the vesting conditions that are not market conditions, and included in the hypotheses on the number of options that it is expected will become exercisable. In this regard, the number of options it is expected will become exercisable is considered in the calculation.
The determination of the fair value of the services requires the use of estimates and certain assumptions. At the close of each financial year, the company revises the estimates of the number of options that are expected will become exercisable and recognizes the impact of this revision of the original estimates, where appropriate, in the income statement. Changes in the estimates and assumptions used in the valuation model could impact the results of operations.
The fair value of options granted during 2010 calculated using the Black-Scholes valuation model is €20,832thousand(€20,635 thousand in 2009).
Derivatives and hedging
The Group uses derivatives in order to mitigate risks arising from foreign exchange, interest rates and changes in the prices of assets and commodities purchased (principally zinc, aluminum, grain, ethanol, sugar and gas). Derivatives are initially recognized at fair value on the date that the derivative contract is entered into, and are subsequently remeasured at fair value at each reporting date.
The basis of recognizing the resulting gain or loss depends upon whether the derivative is designed as a hedging instrument and, if so, the nature of the item being hedged. The Group documents at the inception of the transaction the relationship between the hedging instrument and the hedged item as well as its risk management objectives and strategy for undertaking various transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value of or cash flows of the hedged items.
The changes in the fair value of a fair value hedging instrument are recorded in the income statement, together with any changes in the fair value of the asset or liability that is being hedged. The changes in the fair value of a cash flow hedging instrument are recorded in equity for the effective portion and in the income statement for the ineffective portion. Hedges of net investments in a foreign business operation, including the hedging of a monetary item considered part of a net investment, are accounted for similarly to cash flow hedges. Changes in the fair value of derivative instruments which do not qualify for hedge accounting are recognized immediately in the income statement.
Contracts held for the purposes of receiving or making payment of non-financial elements in accordance with expected purchases, sales or use of goods (own-use contracts) of the Group are not recognized as financial derivative instruments, but as executory contracts. In the event that such contracts include embedded derivatives, they are registered separately to the original contract, if the economic characteristic of the embedded derivative is not closely related to the economic characteristics of the original host contract. The contracted options for the purchase or sale of non-financial elements which may be cancelled through cash outflows are not considered to be "own-use contracts".
During 2010 and 2009 the Group issued certain convertible bonds to qualified investors and institutions for the amount of €613 million, maturing in 5 years. In accordance with the terms and conditions of the issuance, the bonds qualify as hybrid instruments which are bifurcated into a liability component and an embedded derivative. Embedded derivatives are recognized initially at fair value and at each closing date they are re-measured at fair value, with the change in fair value being recorded in the Income Statement. The liability component is initially determined as the difference between the nominal value of the liability less the fair value of the embedded derivative. Subsequently, the liability component is measured at amortized cost
The inputs used to calculate fair value of our derivatives are based on prices observable on not quoted markets, either based on direct prices or through the application of valuation models (Level 2). The valuation techniques used to calculate fair value of our derivatives include discounting estimated future cash flows, using assumptions based on market conditions at the date of valuation or using market prices of similar comparable instruments, amongst others. The valuation of derivatives and the identification and valuation of embedded derivatives and own-use contracts requires the use of considerable professional judgment. These determinations were based on available market information and appropriate valuation methodologies. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
Concession Agreements
The analysis on whether the IFRIC 12 applies to certain contracts and activities involves various complex factors and it is significantly affected by legal interpretation of certain contractual agreements or other terms and conditions with public sector entities.
Therefore, the application of IFRIC 12 requires extensive judgment in relation with, amongst other factors, (i) the identification of certain infrastructures (and not contractual agreements) in the scope of IFRIC 12, (ii) the understanding of the nature of the payments in order to determine the classification of the infrastructure as a financial asset or as an intangible asset and (iii) the recognition of the revenue from construction and concessionary activity.
Changes in one or more of the factors described above may significantly affect the conclusions as to the appropriateness of the application of IFRIC 12 and, therefore, the results of operations or our financial position.
Note 4.- Intangible Assets
$4.1.$ The following table sets out the movement of intangible assets in 2010 broken down into those generated internally and other intangible assets:
| Cost | Goodwill | DevelopmentAssets | Software andOthers | Total. |
|---|---|---|---|---|
| Total Cost as of December 31, 2009 | 1,331,381 | 104,648 | 141,812 | 1,577,841 |
| Increases | 15,333 | 40,180 | 55,067 | 110,580 |
| Decreases | ۰ | 2,657 | (2,657) | |
| Translation Differences | 80,598 | $\qquad \qquad =$ | 12,651 | 93,249 |
| Change in consolidation | - | $\sim$ | ||
| Reclassifications | 27,015 | 119,657 | 146.672 | |
| Transfer to Continued operations | ٠ | $\sim$ | ||
| Others movements | (51) | (51) | ||
| Total Cost as of December 31, 2010 | 1.427.312 | 171.843 | 326,479 | 1,925,634 |
| Accumulated Amortization | Goodwill | DevelopmentAssets | Software andOthers | Total |
|---|---|---|---|---|
| Total Amort. as of December 31, 2009 | (55, 858) | (31,099) | (86, 957) | |
| Increases | (8,017) | (13, 483) | (21,500) | |
| Decreases | ٠ | ۰ | ||
| Translation Differences | (6,761) | (6, 761) | ||
| Change in consolidation | ۰٠ | ٠ | ||
| Reclassifications | (16, 772) | (16, 772) | ||
| Transfer to Continued operations | ٠٠ | |||
| Others movements | $\overline{\phantom{0}}$ | (132) | (132) | |
| Total Amort. as of December 31, 2010 | (63, 875) | (68, 247) | (132, 122) | |
| Net Balance at December 31, 2010 | 1.427.312 | 107.968 | 258,232 | 1.793.512 |
Main variations of the 2010 financial year
The most significant variations of the 2010 financial year are mainly related to: the increase of Goodwill due to the effect of the exchange rate between the Brazilian Real and the US Dollar with regards to the Euro reflected in "Translation Differences" (€81 million) movement, the increase in Development Assets relating to the activity of the Solar and Bioenergy business segments in the amount of €30 million reflected in the "Increases" movement (see Note 4.3), the increase in Software and Others due to a reclassification from the line item Fixed Assets in Projects - Intangible assets of certain software projects of the DTN company belonging to the Information Technologies business segment, upon cancellation of its non-recourse financing, that are reflected in the "Reclassifications" movement (€152 million) and the increase in Software and Others as a result of the implementation of a new ERP system in the whole Group reflected in "Increases" movement (€39 million).
The 2010 financial year Impairment Charges
According to the information provided by Management, during 2010 it was not necessary to record significant losses due to impairment of Intangible Asset.
$4.2.$ The following table sets out the movement of intangible assets in 2009 broken down into those generated internally and other intangible assets:
| Cost | Goodwill | DevelopmentAssets | Software andOthers | Total |
|---|---|---|---|---|
| Total Cost as of January 1, 2009 | 967,658 | 41,604 | 59,456 | 1,068,718 |
| Increases (changes) | 15,637 | 38,570 | 60,957 | 115,164 |
| Decreases | (12,828) | $\overline{\phantom{a}}$ | (12, 828) | |
| Translation Differences | 100,414 | 775 | 101,189 | |
| Change in consolidation | ٠ | $\overline{\phantom{a}}$ | ٠ | |
| Reclassifications | ٠ | |||
| Transfer to Continued operations | 360,196 | 48,726 | 408,922 | |
| Other movements | (99, 696) | 24,474 | (28, 102) | (103, 324) |
| Total Cost as of December 31, 2009 | 1,331,381 | 104.648 | 141,812 | 1,577,841 |
| Accumulated Amortization | Goodwill | DevelopmentAssets | Software andOthers | Total |
|---|---|---|---|---|
| Total Amort. as of January 1, 2009 | - | (11, 827) | (11, 827) | |
| Increases (changes) | $\qquad \qquad =$ | (10, 309) | (25, 461) | (35, 770) |
| Decreases | $\overline{\phantom{a}}$ | ٠ | ||
| Translation Differences | (418) | (418) | ||
| Changes in consolidation | ۰ | $\sim$ | $\overline{\phantom{a}}$ | |
| Reclassifications | $\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac$ | $\qquad \qquad -$ | ||
| Transfer to Continued operations | ۰ | (14,303) | (14,303) | |
| Other movements | (45, 549) | 20,910 | (24, 639) | |
| Total Amort. as of December 31, 2009 | (55, 858) | (31,099) | (86, 957) | |
| Net Balance at December 31, 2009 | 1,331,381 | 48,790 | 110,713 | 1,490,884 |
Main variations of the 2009 financial year
The most significant variations of the 2009 financial year are mainly related to: the Goodwill increase caused by the effect of the exchange rate for converting the Brazilian Real into the US Dollar with regards to the Euro reflected in the "conversion differences" movement (€100 million), to the reduction in the DTN goodwill fund reflected in the "Other Movements" movement (€105 million), subsidiary of the Information Technologies business segment, after assigning the acquisition price to assets, liabilities and contingent liabilities assumed, to the increase in the Assets under Development relating to the Solar Business Segment activity for €33 million. reflected in the "increases" movement (see note 4.3) and to the increase in general of all intangible assets from the incorporation of information technologies business segment previously classified as non-current assets held for sale reflected in the "transfer from assets held for sale" movement (€409 million).
Impairment charges during 2009
According to the information available by Management, during 2009 it was not necessary to record significant losses for impairment of Intangible Assets.
$4.3.$ Development Assets
During 2010, Abengoa made significant Research, Development and Innovation (R&D&i) investment effort, investing a total of $\epsilon$ 92,628 thousand ( $\epsilon$ 89,715 thousand in 2009) through the development of new technologies in different areas of business (solar technology, biofuels, hydrogen, emissions management, energy efficiency and new renewable energies)
The following table summarizes the total investments made in R&D&i in 2010 and 2009:
| Assets as of12.31.09 | Investment duringthe Fiscal Year | Othermovements | Assets as of12.31.10 | |
|---|---|---|---|---|
| Development assets (Note 4.1) | 104.648 | 40,180 | 27.015 | 171,843 |
| Development assets in projects (Note 6.1) | 51,636 | 364 | 1.218 | 53,218 |
| Research expenditure in the 2010 fiscal year (see Note 32) | 52.084 | (52.084) | ||
| Total investment in R&D&i | 156,284 | 92,628 | (23, 851) | 225,061 |
| Assets as of12.31.08 | Investment duringthe Fiscal Year | Othermovements | Assets as of12.31.09 | |
|---|---|---|---|---|
| Development assets (Note 4.1) | 41,604 | 38,570 | 24,474 | 104,648 |
| Development assets in projects (Note 6.1) | 51,845 | (209) | 51,636 | |
| Research expenditure in the 2009 fiscal year (see Note 32) | - | 51.145 | (51, 145) | |
| Total investment in R&D&i | 93,449 | 89,715 | (26, 880) | 156,284 |
The main items included in the line item of Development Assets are basically part of projects relating to the design and development of plants for producing bioethanol using cellulosic biomass for an amount of €16.7 M and to the design and development of high performance thermoelectric technology solar plants in the amount of €13.7million. The useful life of the aforementioned projects is estimated to be between 25-30 years.
The most significant variations in 2010 are related with research expenses incurred by the Group mainly in relation to technological research and innovation projects from the Solar and Bioenergy business segments and to investments made in one of the development projects relating to the design and development of the plant located in Hugoton, Kansas (US) which produces bioethanol from cellulosic biomass, the main purpose of which is to design, construct and operate the commercial hybrid starch and biomass plant with capacity to hold 380 million liters and which shall be partially financed by the Department of Energy (DOE).
4.4. Goodwill
The table below shows the breakdown of Goodwill by legal entity as of December 31, 2010 and 2009: $a)$
| Goodwill | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| In companies consolidated on a full/proportionate basis: | ||
| AB Bioenergy France, S.A. | 1,510 | 1,510 |
| Abacus Project Management, Inc. | 4,824 | |
| Abener Engineering and Construction Services, LLC | 26,436 | 24,521 |
| Abener Ghenova Ingeniería S.L. | 1,837 | 1,582 |
| Abengoa Bioenergía Sao Paulo, S.A. | 505,041 | 454,762 |
| Abengoa Bioenergy Corporation | 33,307 | 30,894 |
| Asa Bioenergy of Nebraska, LLC | 4,084 | 3,790 |
| BUS Group AG | 263,442 | 263,442 |
| Befesa Aluminio Catalán SL | 19,901 | 19,901 |
| Befesa Aluminio Valladolid, S.A. | 422 | 422 |
| Befesa Aluminio S.L. | 18,230 | 18,230 |
| Befesa Argentina, S.A. | 514 | 514 |
| Befesa PCB | 180 | 180 |
| Befesa Gest. Res. Ind, S.L. | 57,666 | 47,508 |
| Befesa Medio Ambiente, S.A. | 176,848 | 176,848 |
| Befesa Silvermet Turkey | 301 | |
| Befesa Waterbuilt GP, Inc. | 467 | 467 |
| Befesa Zinc Amorebieta, S.A. | 4,460 | 4,460 |
| Befesa Zinc Aser, S.A. | 4,268 | 4,268 |
| Befesa Zinc Sondika, S.A. | 1,228 | 1,228 |
| Beijing Blue Shield High & New Tech. Co., Ltd | 1,644 | 1,866 |
| Construcc Metalicas Mexicanas, S.A. De CV | 499 | 439 |
| Construcciones y Depuraciones, S.A. | 3,006 | 3,006 |
| Data Transmission Network | 200,323 | 181,857 |
| Energoprojekt-Gliwice S.A. | 3,030 | 2,906 |
| Geida Tlemcen, S.L. | 3,270 | 3,270 |
| Limpiezas Industriales Robotizadas, SA | 2,756 | |
| NRS Consulting Engineers | 4,611 | 4,611 |
| Servicios de Ingenieria IMA S.A | 3,048 | 2,606 |
| SYI Metalurji Madencilik Sanayi ve Ticaret A.S. | 7,399 | |
| Telvent Australia Pty Ltd | 2,391 | (130) |
| Telvent Canada, Ltd. | 20,410 | 17,562 |
| Telvent Global Services | 22,949 | 25,756 |
| Telvent Netherlands BV | (2, 361) | 126 |
| Telvent Tráfico y Transporte | 1,681 | 1,681 |
| Telvent USA, Corp. | 25,756 | 21,042 |
| Trinacria Spzoo | 3,748 | 3,748 |
| Tratamiento y Concentración de Líquidos | 3,318 | |
| Ventos | 942 | |
| Xwave | 434 | |
| Total | 1,427,312 | 1,331,381 |
The breakdown of Goodwill by Business Unit is as follows:
| Business Unit | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Bioenergy | 543,942 | 490,957 |
| Environmental Services | 569,961 | 558,176 |
| Industrial Engineering and Construction | 40.616 | 32,054 |
| Information Technology | 272,793 | 250,194 |
| Total | 1,427,312 | 1,331,381 |
The most significant variations in 2010 are mainly the increase caused by the effect of the exchange rate in converting the Brazilian Real to the US Dollar with regards to the Euro (€81 million).
The most significant variations in 2009 mainly relate to exchange rates, caused by the rise in value of the Brazilian Real against the Euro, and the inclusion of the goodwill on the Information Technologies business segment, previously classified as non-current assets held for sale (see note 14).
$h)$ As mentioned in Note 2.7, Abengoa has vear-end procedures to identify potential goodwill impairment. Goodwill is impaired when the carrying amount of the Cash Generating Unit to which it belongs is lower than its recoverable amount. The recoverable amount is the higher of the market value less related cost to sell and the value in use, which is the present value of estimated future cash flows.
To calculate the value in use of the major goodwill balances (Environmental Services, Bioenergy and Information Technologies), the following assumptions were made:
Under the basis of the calculations of the value of use, according to hyphothesisprevioulsy described for the 2010 and 2009 financial yearsthe recoaverable amount for the cash flow generating units related to the Goodwill assigned, was significantly higher than its value in books, even after some sensibility analyzes were carried out over the discounts ratios and residual values.
10-year financial projections were used for those Cash-Generating Units (CGUs) that have high i. growth potential based on cash flows taken into account in the strategic plans for each business unit, considering a residual value based on the flow in the final year of the projection. The use of these 10-year financial projections was based on the assumption that it is the minimum period necessary for the discounted cash flow model to reflect all potential growth in the CGUs in each business segment showing significant investments.
The aforementioned estimated cash flows were considered to be reliable due to their capacity to adapt to the real market and/or business situation faced by the CGU in accordance with the business's margin and cash-flow experience and future expectations.
These cash flows are reviewed and approved every six months by Senior Management so that the estimates are continually updated to ensure consistency with the actual results obtained.
In these cases, given that the period used is reasonably long, the Group then applies a zero growth rate for the cash flows subsequent to the period covered by the strategic plan.
-
5-year cash flow projections are used for all other CGUs, considering the residual value to be the cash flow in the final year projected and applying a growth rate that is in no case higher than the estimated long-term rate for the market in which the company operates (normally between 1% and $6%$ ).
-
Taking into account that the majority of the financial structure of these companies is linked to the overall Group structure, a discount rate based on the weighted average cost of capital (WACC) for the type of asset, adjusted, if necessary, in accordance with the added risk associated to some types of activity, is used to calculate the present value of future cash flows.
-
In any case, sensitivity analyses are performed, especially in relation to the discount rate used, ĥ. residual value and fair value changes in some of the key variables, in order to ensure that possible changes in the estimates of these items do not impact the possible recovery of recognized goodwill.
-
Accordingly, the following table provides a summary of the discount rates used (WACC) to calculate $\blacksquare$ the recoverable amount for Cash-Generating Units to which the goodwill has been allocated with the business segment to which it pertains:
-
allocated with the business segment to which it pertains: i.
| Business Unit | Discount rate |
|---|---|
| Bioenergy | $8% - 9%$ |
| Environmental Services | $6% - 7%$ |
| Industrial Engineering and Construction | $7% - 9%$ |
| Information Technology | $6% - 8%$ |
The value-in-use calculations carried out according to the above mentioned assumptions, did not indicate impairment of any of the existing goodwill within the Group, since the recoverable amount exceeds the carrying amount.
$4.5.$ There are no intangible assets with indefinite useful life. There are no intangible assets with restricted ownerships or that may be under pledge as liabilities quarantee.
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The amount of said impairment together with that of the 2009 financial year are part of the excess between the carrying value (€37 million) and its recoverable amount (€34 million) considering the latter as the fair value less the costs of sale.
Also, regarding the impairment in the 2009 financial year on the lands acquired in the United States in relation with the Solana project, it should be mentioned that at the close of the 2010 financial year, the US Government, through the Department of Energy (DOE), has granted Abengoa Solar a Conditional Commitment to issue a Federal Guarantee for the amount of US $1,450 million in relation to this project after meeting the Conditions Precedent (CsP) set forth as a prerequisite. Some of said CsP are as follows:
- To obtain the permits necessary to start the construction, entering into several contracts with such as the EPC (turnkey), Operation and Maintenance, etc.
- Financing with own funds necessary for this project.
Therefore, given that the achievement of the Conditional Commitment is a very important step towards obtaining the financing and thus for the development of the Solana project within the framework of the agreements signed with the electric energy distributor, the management of the group considers that the reasons for which the impairment of the acquired assets was deemed probable has vanished such that at the close of the 2010 financial year the impairment was reverted in the amount of €28 million reflected as a reductions movement in the line of charge for impairments of assets (see impairment charges explanation for the 2009 financial year).
$5.2.$ The table below shows the movement on the different categories of Property, plant and equipment for 2009:
| Cost | Land andBuildings | TechnicalInstallations andMachinery | Advances and FixedAssets in Progress | Other FixedAssets | Total |
|---|---|---|---|---|---|
| Total Balance as of January 1, 2009 | 315,516 | 734,930 | 242,330 | 214,439 | 1,507,215 |
| Increases | 74,413 | 184,977 | 419,184 | 37,884 | 716,458 |
| Decreases | $\sim$ | (17,806) | ٠ | (6, 267) | (24, 073) |
| Translation Differences | 4.851 | 29,478 | 19,782 | 33.641 | 87,752 |
| Change in consolidation | $\sim$ | $\sim$ | Section | ||
| Reclassifications | $\sim$ | $\overline{\phantom{a}}$ | |||
| Transfer to Continued operations | 4.422 | 62,373 | $\sim$ | 22,700 | 89,495 |
| Other movements | (7, 370) | 126.297 | 94,128 | (6,321) | 206,734 |
| Total Balance as of December 31, 2009 | 391,832 | 1,120,249 | 775,424 | 296.076 | 2,583,581 |
| Accumulated Depreciation | Land andBuildings | TechnicalInstallations andMachinery | Advances and FixedAssets in Progress | Other FixedAssets | Total |
|---|---|---|---|---|---|
| Total Balance as of January 1, 2009 | (32, 290) | (343, 443) | ٠. | (96, 420) | (472, 153) |
| Increases (changes) | (7,987) | (56, 851) | (8,623) | (73, 461) | |
| Charge for impairment of asstes | (57, 332) | $\epsilon$ = | уH. | (57, 850) | (115, 182) |
| Decreases | |||||
| Translation Differences | (1,905) | (20, 649) | $\sim$ | (11, 553) | (34, 107) |
| Change in consolidation | |||||
| Reclassifications | $\sim$ | $\sim$ | |||
| Transfer to Continued operations | (2,273) | (13,308) | $\sim$ | (14, 648) | (30, 229) |
| Other movements | 2,596 | (7, 312) | $\sim$ | 10,466 | 5,750 |
| Total Balance as of December 31, 2009 | (99, 191) | (441, 563) | н. | (178, 628) | (719, 382) |
| Net Balance at December 31, 2009 | 292,641 | 678,686 | 775,424 | 117.448 | 1,864,199 |
Main variations of the 2009 financial year
The most significant variation in the 2009 financial year is mainly in the increase due to advances in construction in the execution of new projects relating to Bioenergy activity (Cogeneration Brazil, Netherlands and San Roque for €720 million) and the acquisition of land for Solar projects (€74 million) reflected in the "increase" line movement, also due to the increase in general in all tangible fixed assets through the effect of translation exchange rates mainly caused by the appreciation of the Brazilian Real against the Euro reflected in the "transalation differences" movement (€88 million), due to the increase caused by the incorporation of all the tangible fixed assets relating to the business segment of Information Technologies previously classified as non-current assets held for sale reflected in the "transfers to continued operations" movement (€89 million) and the acquisition of 50% of the Biocarburantes Castilla y León Company (€90 million). See note 39.
Impairment charges
The main impairment charges recognized in 2009 relate to Solar and Bioenergy activities and are shown reducing the carrying amounts of certain assets of property, plant and equipment down to their recoverable amount through recognition of a loss of €115,182 thousand in the Income Statement.
Impairment of assets relating to the solar activity $\mathsf{a}$
The circumstances identified at the end of 2009 as an indication of the possible impairment of certain assets of the Solar segment activities consisted of certain external issues of a probable nature relating to the legal and financial environment.
The amount recognized at the end of 2009 for the impairment loss affecting said solar assets totaled€71 million.
The impaired assets mainly consist of development expenses and land acquisitions that took place to develop projects relating to thermosolar technology electricity generation plants located in the United States and Spain.
The most significant amount of the impaired assets is that of the impairment of the lands acquired in the Arizona Desert in the US for the commercial development of two new projects (Solana and Mojave) for €57 million.
The amount of said impairment is the excess between the book value $(\epsilon 79$ million) and the recoverable amount (€22 million) considering the latter as the fair value less the sales costs.
The book value of the lands linked to said project were based on their industrial usage. Given the problems existing with the financing for the execution of the projects and considering that the contracts signed with the electric energy distributor company for the construction of the solar plants was subject to obtaining the financing, it was decided that the lands be considered non-industrial usage for the purpose of estimating the fair value. Thus, the fair value of the impaired assets was calculated using the best informations on the value of the lands for non-industrial usage such that it reflects the amount that could be obtained from a sales transaction involving these kinds of assets between interested and informed parties and after the deduction of the costs of sale.
The rest of the impaired amount reaching $\epsilon$ 14 million are for the expenses incurred in various developmental stages of the Thermosolar Project in Spain which, due to the changes in the existing regulation by virtue of RDL 6/2009 which gives rise to the creation of a mechanism for the pre-allocation of compensation for facilities under the special system, did not prioritize its access to the elect grid sue to its inability to meet all the requirements outlined in said RDL and which was therefore deemed project of dubious short-term recoverability because, without said inscription, it would be impossible to obtain the economic system of bonuses linked to such electric energy generation facilities.
We have not classified these assets as held for sale because we do not intend to sell these assets, which is a requirement under IFRS 5. In considering their fair value we do however, consider that the most likely form of their future recovery will take place through their sale considering the indications that make it doubtful that financing can be obtained and, as a result delays the build-out of these projects as planned. These Solar plants are among some of the largest ever construction and require a significant cash
investment through third party financing. Due to market conditions through 2009 we could not be assured of obtaining financing for these projects.
Impairment of assets relating to the biofuel activity $h)$
The circumstances identified at the end of 2009 as an indication of the possible impairment of certain assets relating to biofuel segment activities consisted of certain external issues of a probable nature relating to the legal and technologic.
The amount recognized at the end of 2009 relating to the impairment loss totaled $€44$ million.
The impaired assets mainly consist of development and design expenses and certain assets that were acquired to develop projects relating to bioethanol production plants located in Europe.
The amount of the impairment of this biofuel business segment assets consists of the difference between the carrying amount of the assets (€78 million) and the recoverable amount (€34 million), defined as the fair value less cost to sell.
The fair value of such assets was calculated based on the best information available to the company, so that it reflects the amount that could be obtained from the sale of these assets in a transaction between interested and informed parties, after deduction of the cost to sell.
The power plant assets impaired are associated with the projects in Germany and the United Kingdom, which are comprised of €27 million of hard assets (such as turbines) and €17 million of design, development and construction costs to make the respective assets ready for its intended use. These projects are being redesigned to fully adapt them to the legal requirements established by the new European Directive on CO2 emissions "EU CO2 Emissions Directive", so that, after these projects are launched, they will commence their operations in the market with a competitive advantage over the rest of our competitors. The components of the assets impaired, or written to zero are those that have been identified as components related to the original power train asset design that have been deemed to be of doubtful of recovery and will be replaced or re-performed as part of the power train asset re-design contemplated by management in order to comply with the EU CO2 Emissions Directive.
Based on the above, Management assessed the assets that did not meet the necessary expectations for adequate use and decided to impair them based on recovery expectations, determined by analyzing their use or a possible sale for other uses.
According to the information available, during the year 2010 has not been necessary to record impairment losses on these assets.
- 53 Property, plant and equipment not assigned to operating activities at the year end is not significant.
- $5.4.$ The companies' policy is to contract all insurance policies deemed necessary to ensure that all property, plant and equipment is covered against possible risks that might affect it.
- 55 The amount of capitalized interest costs in 2010 was $\epsilon$ 21,857 thousands ( $\epsilon$ 29,844 thousand in 2009).
- $5.6.$ Property, Plant and Equipment includes the following amounts where the group is a lessee under a finance lease.
| Concept | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Capitalized finance-lease cost | 64,473 | 63,397 |
| Accumulated depreciation | (8.655) | (8.655) |
| Net carrying amount | 55,818 | 54,742 |
Note 6.- Fixed Assets in Projects (Project Finance)
As indicated in Note 2.4 the Group includes several companies which engage in the development of integrated products including the design, construction, financing, operation and maintenance of owned projects as well as some concession projects.
This note provides a breakdown of the tangible and intangible fixed assets within such projects as well as further relevant and related information upon such assets (non-recourse financing details related to such projects is disclosed in Note 15 of these Notes to the Financial Statements).
Intangible Assets of projects. $6.1.$
The following table shows the movements of intangible assets included in the heading Fixed Assets in $a)$ Projects for 2010:
| Cost | Concessions | DevelopmentAssets | Software andOthers | Total |
|---|---|---|---|---|
| Total as of December 31, 2009 | 2,066,251 | 51,636 | 158,749 | 2,276,636 |
| Increases | 883,839 | 364 | 15,617 | 899,820 |
| Decreases | $\overline{\phantom{a}}$ | ٠ | ||
| Translation Differences | 181,469 | 3,564 | 185,033 | |
| Change in consolidation | 8,361 | $\overline{2}$ | 8,363 | |
| Reclassifications | 62 | (59, 349) | (59, 287) | |
| Transfer to Continued operations | $\sim$ | $\sim$ | $\overline{\phantom{a}}$ | |
| Others movements | (2,612) | 1,218 | (1,394) | |
| Total as of December 31, 2010 | 3,137,308 | 53,280 | 118,583 | 3,309,171 |
| Accumulated Amortization | Concessions | DevelopmentAssets | Software andOthers | Total |
|---|---|---|---|---|
| Total Amort. as of December 31, 2009 | (117,880) | $\overline{\phantom{a}}$ | (16,500) | (134, 380) |
| Increases | (39, 714) | (7,088) | (1,867) | (48, 669) |
| Decreases | $\blacksquare$ | $\overline{\phantom{a}}$ | ||
| Translation Differences | (15, 875) | (351) | (16, 226) | |
| Change in consolidation | (32) | $\overline{a}$ | (32) | |
| Reclassifications | 5,304 | (495) | 1,549 | 6,358 |
| Transfer to Continued operations | $\overline{a}$ | $\overline{\phantom{a}}$ | ||
| Others movements | (1,010) | $\overline{a}$ | (1,010) | |
| Total Amort. as of December 31, 2010 | (169, 207) | (7, 583) | (17, 169) | (193, 959) |
| Net Balance at December 31, 2010 | 2,968,101 | 45.697 | 101,414 | 3,115,212 |
|---|---|---|---|---|
Main variations of the 2010 financial year
The most significant variations that occurred in the 2010 financial year are mainly in the increase in concessions as a result of the progress in the construction during the execution of new projects relating to Solar activity (SPP1 for €50 million), including the Transmission Lines activity of the business segment of the Industrial Engineering and construction (mainly because of the transmission lines in Brazil, Peru and Mexico)for €664 million and the Desalination activity of the Environmental Services business segment (mainly because of desalination plants in Algeria) for €81 million, all of them reflected in the "increases" movement, due to the reduction caused by transfering the IT intangibles (software) of the Information Technologies business segment's DTN Company to intangible assets upon cancellation of its non-recourse financing and which is reflected in the "reclassifications" movement ( $6152$ million) and due to the increase in general in all intangible assets from the effect of the conversion exchange rates produced by the appreciation of the Brazilian Real against the Euro reflected in the "translation differences" movement $(€185$ million)
The 2010 financial year Impairment Charges
According to the information provided by management, for the 2010 financial year there was no need to register significant losses due to impairment of the Intangible Asset elements.
$b)$ The following table shows the movements of intangible assets included in the heading Fixed Assets in Projects for 2009:
| Cost | Concessions | DevelopmentAssets | Software andOthers | Total |
|---|---|---|---|---|
| Total as of January 1, 2009 | 1,242,050 | 51.845 | 46,899 | 1,340,794 |
| Increases | 410,550 | 7,125 | 417,675 | |
| Decreases | (8, 756) | $\overline{\phantom{a}}$ | (1, 196) | (9,952) |
| Translation Differences | 233,589 | 16,426 | 250,015 | |
| Change in consolidation | $\overline{\phantom{a}}$ | $\overline{\phantom{0}}$ | ||
| Reclassifications | $\overline{\phantom{a}}$ | $\overline{\phantom{0}}$ | ||
| Transfer to Continued operations | $\overline{\phantom{a}}$ | 89,495 | 89,495 | |
| Others movements | 188,818 | (209) | 188,609 | |
| Total as of December 31, 2009 | 2,066,251 | 51,636 | 158.749 | 2,276,636 |
| Accumulated Amortization | Concessions | DevelopmentAssets | Software andOthers | Total |
|---|---|---|---|---|
| Total Amort. as of January 1, 2009 | (57, 255) | $\overline{\phantom{a}}$ | (8,927) | (66, 182) |
| Increases | (40,030) | $\overline{\phantom{a}}$ | (8, 103) | (48, 133) |
| Decreases | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | ||
| Translation Differences | (1,295) | (1, 295) | ||
| Change in consolidation | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | ||
| Reclassifications | 70,966 | 70,966 | ||
| Transfer to Continued operations | $\overline{\phantom{a}}$ | (70, 436) | (70, 436) | |
| Others movements | (19,300) | (19,300) | ||
| Total Amort. as of December 31, 2009 | (117, 880) | (16,500) | (134, 380) |
| Net Balance at December 31, 2009 | 1.948.371 | 51,636 | 142,249 | 2,142,256 |
|---|---|---|---|---|
Main variations of the 2009 financial year
The most significant variations that occurred in the 2009 financial year are mainly in the increase in concessions as a result of the progress in the construction during the execution of new projects relating to Solar activity (SPP1 for $E$ 75 million), including the Transmission Lines activity of the Industrial Engineering and Construction business segment (projects in Brazil and Peru for €264 million) and the Desalination activity of the Environmental Services business segment (plants in Algeria for €150 million) reflected in the "increases" movement, due to the increase in general in all intangible assets from the effect of the exchange rates produced by the appreciation of the Brazilian Real against the Euro reflected in the "translation differences" movement (150 million) and due to increase caused by the incorporation of all intangible assets relating to the business segment of Information Technologies previously classified as noncurrent assets held for sale reflected in the "transfers to continued operation" movement ( $\epsilon$ -70 million).
The heading "Concession" includes those assets related service concession public-to-private agreements in which the public sector controls or regulates the service provided with the infrastructure and their prices, and it is contractually quaranteed to gain, at a future time, ownership of the infrastructure through which the service is provided. The infrastructures accounted for by the Group as concessions are mainly related to the activities concerning power transmission lines, desalination plants and certain thermo-solar electricity generation plants. These infrastructures are considered as assets subject to the conditions of a concession in a given period, in regard of which the Group maintains sufficient risk elements to be able to consider the underlying assets as intangible assets, subject to the provisions of IAS 38 and amortizable, taking into account the expected period of commercial operation of the infrastructure (for more detail of such concession agreements see Note 6.3).
The line item of assets under development mainly include the amount invested in the PS10 Solar Project relating to the creation of high performance Thermoelectric Solar Technology Plants which as at December 31, 2010 amounted to €53 million (€52 million in 2009). For more information on investment in Development see Note 4.3.
The 2009 financial year Impairment Charges
According to the information available, during the years 2010 and 2009 has not been necessary to record impairment losses on intangible assets in significant amounts.
- $\mathsf{C}$ ) The amount of the capitalized financial cost during the year 2010 totals to $€44,866$ thousand.
- There are no intangible assets with indefinite useful life. There are no intangible assets whose title is $d)$ restricted or that are pledged as security for liabilities.
6.2. Tangible Assets of projects
The table below shows a breakdown of the movement in property, plant and equipment assets in projects $a)$ for 2010:
| Cost | Lands andBuildings | TechnicalInstallations andMachinery | Advances and FixesAssets in Progress | Other FixedAssets | Total |
|---|---|---|---|---|---|
| Total as of December 31, 2009 | 209,127 | 661,083 | 681,320 | 150,151 | 1,701,681 |
| Increases | 104,625 | 312,166 | 545,998 | 37.712 | 1,000,501 |
| Decreases | $\sim$ | ٠ | |||
| Translation Differences | 7.396 | 34,271 | 98,506 | 21.795 | 161,968 |
| Change in consolidation | 4.068 | 5,516 | 31,816 | 22 | 41,422 |
| Reclassifications | 138,561 | 1,221,497 | (1, 136, 605) | 33,846 | 257,299 |
| Transfer to Continued operations | |||||
| Others movements | (241) | 2.419 | 2.514 | (599) | 4.093 |
| Total as of December 31, 2010 | 463,536 | 2.236.952 | 223,549 | 242,927 | 3.166.964 |
| Accumulated Depreciation | Lands andBuildings | TechnicalInstallations andMachinery | Advances and FixesAssets in Progress | Other FixedAssets | Total |
|---|---|---|---|---|---|
| Total as of December 31, 2009 | (27,708) | (181, 252) | (11.703) | (220, 663) | |
| Increases (changes) | (36, 753) | (40, 852) | (34, 236) | (111, 841) | |
| Reserve for loss due to impairment | ٠ | ۰ | $\overline{\phantom{a}}$ | ||
| Decreases | |||||
| Translation Differences | (1,763) | (17, 947) | (8,955) | (28, 665) | |
| Change in consolidation | (5) | (5) | |||
| Reclassifications | (13, 265) | (112, 528) | (49,906) | (175, 699) | |
| Transfer to Continued operations | |||||
| Others movements | (263) | (135) | (109) | (507) | |
| Total as of December 31, 2010 | (79, 752) | (352, 714) | (104, 914) | (537, 380) | |
| Net Balance at December 31, 2010 | 383.784 | 1.884.238 | 223,549 | 138,013 | 2,629,584 |
Main variations of the 2010 financial year
The most significant variations produced during the year 2010 are related mainly to increase in the execution of new projects related to the Solar activity (€618 million mainly due to work advances of projects in Spain and Algeria), Bioenergy (€82million by projects in the United States and the incorporation of Abengoa Bioenergía Brazil as project company (€515 million and Environmental Services (€82 million due to work advances in projects in Spain and China) and for the translation differences of the exchange rates mainly produced by the appreciation of the Brazilian Real compared to the Euro (€161million), as well as the completion and come into operation the Bioenergy plants located in USA and the Solar plant located in Spain.
b) The table below shows a breakdown of the movement in property, plant and equipment assets in projects for 2009:
| Cost | Lands andBuildings | TechnicalInstallations andMachinery | Advaces and FixedAssets in Progress | Other FixedAssets | Total |
|---|---|---|---|---|---|
| Total as of January 1, 2009 | 133,918 | 445,849 | 441,060 | 129,054 | 1,149,881 |
| Increases | 45,790 | 113,963 | 361,149 | 1,608 | 522,510 |
| Decreases | $\sim$ | (3.086) | (4,886) | $\sim$ | (7, 972) |
| Translation differences | 236 | 4,144 | (10, 978) | (487) | (7,085) |
| Change in consolidation | $\sim$ | ۰ | $\sim$ | ||
| Reclassifications | 26,027 | 53,984 | (105, 025) | 1,150 | (23, 864) |
| Transfer to Continued operations | 3,156 | 46,229 | $\sim$ | 18,826 | 68,211 |
| Others movements | $\qquad \qquad =$ | - | $\overline{\phantom{a}}$ | ||
| Total as of December 31, 2009 | 209,127 | 661.083 | 681,320 | 150,151 | 1.701.681 |
| Accumulated Depreciation | Lands andBuildings | TechnicalInstallations andMachinery | Advaces and FixedAssets in Progress | Other FixedAssets | Total |
|---|---|---|---|---|---|
| Total as of January 1, 2009 | (19, 331) | (142.558) | ÷. | (12, 831) | (174, 720) |
| Increases (changes) | (3,938) | (34, 783) | $\overline{\phantom{a}}$ | (3,029) | (41,750) |
| Decreases | ٠ | ٠ | $\sim$ | $\sim$ | |
| Translation Differences | (144) | (490) | $\overline{\phantom{a}}$ | 317 | (317) |
| Change in consolidation | $\sim$ | $\overline{\phantom{a}}$ | ٠ | $\sim$ | |
| Reclassifications | (4,295) | 37,418 | $\overline{\phantom{a}}$ | 16,330 | 49,453 |
| Transfer to Continued operations | ۰. | (40, 839) | $\sim$ | (12.490) | (53, 329) |
| Others movements | $\overline{\phantom{a}}$ | $\equiv$ | $\overline{\phantom{a}}$ | ||
| Total as of December 31, 2009 | (27,708) | (181, 252) | п | (11,703) | (220, 663) |
181,419
| Net Balance at December 31, 2009 | ||
|---|---|---|
| -- | ---------------------------------- | -- |
Main variations of the 2009 financial year
The most significant changes during 2009 are mainly the increase in the execution of new projects relating to Solar, Bioenergy and Environmental Services, the exchange rate mainly occurring as a result of the appreciation of the Brazilian Real against the Euro and the incorporation of the fixed assets of the Information Technologies business segment previously classified as non-current assets held for sale.
479.831
138,448
681.320
1.481.018
Impairment charges for the 2010 financial year
According to the information available through the Administrators, in the 2010 financial year it was not necessary to enter significant losses due to the impairment of elements of tangible fixed assets of relevance.
-
Capitalized financial costs during the year 2010 amounts to Euro €78,316 thousand (€77,990 thousand in $\mathsf{C}$ ) $2009$ ).
-
The fixed assets in projects has no mortgage warranty or similar, in addition to the ones assigned by its $\mathsf{d}$ non recourse financing (see Note 15).
-
It is the policy of the Group to enter into a number of insurance policies to cover risks relating to property, $e)$ plant and equipment.
-
In cases of property plant and equipment over third party land, the company estimated the dismantling $f$ ) costs of affected items, as well as the rehabilitation costs of the place where they are settled, see Note $19.1.$
-
$g)$ The table bellow sets out the information related to those assets constructed by the group during years 2010 and 2009 classified under the heading fixed assets in projects of the Statement of Financial Position (intangible assets and property plant and equipment):
| Item | 12.31.10 | 12.31.09 |
|---|---|---|
| Fixed assets in projects built by the Group | 5,180,407 | 3,262,833 |
| Revenue from the explotation of the Fixed assets in Project constructed by the Group | 1.389.539 | 382,461 |
| Explotation result of the Fixed assets in Project constructed by the Group | 168.584 | 107.261 |
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Note 7.- Investments in Associates
7.1. The table below shows the breakdown and the movement on the investments held in associated companies for 2010:
| Company | Balance as of12.31.09 | Year endallocation | Othermovements | Balance as of12.31.10 |
|---|---|---|---|---|
| Abenor, S.A. | $\sim$ | 169 | (699) | (530) |
| Agua y Gestión de Servicios Ambientales, S.A. | 10,168 | 278 | 398 | 10,844 |
| Araucana de Electricidad, S.A. | 136 | (749) | (613) | |
| Betearte | 586 | 586 | ||
| Chennai Water Desalination Limited | $\sim$ | $\sim$ | 7.086 | 7,086 |
| Cogeneración Motril, S.A. | 6,217 | 666 | (1,226) | 5,657 |
| Concesionaria Hospital del Tajo, S.A. | 1,318 | (875) | 443 | |
| Ecología Canaria, S.A. (Ecansa) | 1,565 | 245 | 1,810 | |
| Evacuación Valdecaballeros, S.L. | $\sim$ | |||
| Evacuación Villanueva del Rey, S.L. | ||||
| Explotadora Hospital del Tajo, S.L. | 1 | (1) | ||
| Green Visión Holding BV | 3,280 | 276 | (556) | 3,000 |
| Huepil de Electricidad, S.L. | 315 | 809 | 1,124 | |
| Inversiones Eléctricas Transam Chile Limitada | 6,396 | 90 | 6,486 | |
| Myah Bahr Honaine, S.P.A. | $\bar{a}$ | ÷ | ||
| Red eléctrica del Sur, S.A. | 3,454 | 703 | (193) | 3,964 |
| Shams One Company LLC | ||||
| Shams Power Company PJSC | $\bar{ }$ | |||
| Telvent DMS LLC | 5,977 | 462 | (47) | 6,392 |
| TSMC Ing. Y Contrucción | ||||
| Zoar Eolica, S.L. | $\overline{\phantom{a}}$ | |||
| Expansion Transmissao de Energía Eléctrica, Ltda. | 14,577 | 3,129 | (17,706) | |
| Expansion Transmissao Itumbiara Marimbondo, Ltda. | 9,377 | 3,129 | (12,506) | |
| Other companies | (1, 877) | (4) | 4,217 | 2,336 |
| Total | 60,452 | 9,505 | (21, 372) | 48,585 |
The "Other Movements" amounts reflect, in general, translation differences (€949 and €4,799 thousand in 2010 and 2009 respectively), changes in the consolidation perimeter (€-48,534 and €23,049 thousand in 2010 and 2009 respectively) and dividends (€-1,683 and €-5,704 thousand in 2010 and 2009 respectively).
The most significant variations in 2010 correspond to the sale of the 25% shareholding in Expansion Transmissão de Energía Eléctrica, Ltda. and Expansion Transmissão Itumibiara Marimbondo, Ltda. (see Note $2.2.b$ ).
$7.2.$ The table below shows the breakdown and movementon the investments held in associated companies for 2009:
| Company | Balance as of12.31.08 | Year endallocation | Othermovements | Balance as of12.31.09 |
|---|---|---|---|---|
| Agua y Gestión de Servicios Ambientales, S.A. | 9,725 | 443 | 10,168 | |
| Cogeneración del Sur, S.A. | 49 | (927) | 878 | |
| Cogeneración Motril, S.A. | 5,583 | 2,199 | (1, 565) | 6,217 |
| Ecología Canaria, S.A. (Ecansa) | 1,279 | 286 | 1,565 | |
| Expansion Transmissao de Energía Eléctrica, Ltda. | 9,514 | 5,016 | 47 | 14,577 |
| Betearte | 1,121 | ٠ | (1, 121) | |
| Chennai Water Desalination Limited | 7,086 | (7,086) | ||
| Hospital El Tajo | 1,575 | (257) | 1,318 | |
| Expansion Transmissao Itumbiara Marimbondo, Ltda. | 6,003 | 2,536 | 838 | 9,377 |
| Inversiones Eléctricas Transam Chile Limitada | 6,489 | (1) | (92) | 6,396 |
| Redesur | 3,350 | 569 | (465) | 3,454 |
| ATE XIII, Norte Brasil Transmissora de Energía S.A | $\overline{\phantom{a}}$ | 5,729 | 5,729 | |
| ATE XII, Porto Velho Transmissora de Energía SA | 3,466 | 3,466 | ||
| ATE XIV Estação Transmissora de Energia S.A. | 9,127 | 9,127 | ||
| Green Visión Holding BV | ٠ | 3,280 | 3,280 | |
| Cedisolar | 2,496 | 2,496 | ||
| Bioener Energía, S.A. | ٠ | 322 | 322 | |
| DMS | 19 | 5,958 | 5,977 | |
| Other companies | (1,731) | 1,392 | (1,538) | (1, 877) |
| Total | 50,043 | 11,246 | 20,303 | 81,592 |
The most significant variations occurring in 2009 correspond to the incorporation in the consolidation perimeter of entities within the transmission line activity in Brazil (ATE XII, ATE XIII and ATE XIV) for and amount of €18,322 thousands.
$7.3.$ The table below shows a breakdown of assets, liabilities, revenues and operating profit as well as other information of interest for the year 2010 of the associated companies:
| Company | Assets | Liabilities | Revenues | OperatingProfit |
|---|---|---|---|---|
| Abenor, S.A. | 4,658 | 4,658 | 1,622 | 844 |
| Agua y Gestión de Servicios Ambientales, S.A. | 13,500 | 13,500 | 780 | |
| Araucana de Electricidad, S.A. | 4,928 | 4,928 | 1,121 | 680 |
| Betearte | 13,934 | 13,934 | 725 | (389) |
| Chennai Water Desalination Limited | 28,756 | 28,756 | $\overline{\phantom{a}}$ | |
| Cogeneración Motril, S.A. | 24,810 | 24,810 | 1,707 | 1,707 |
| Concesionaria Hospital del Tajo, S.A. | 59,945 | 59,945 | 9,623 | (233) |
| Ecología Canaria, S.A. (Ecansa) | 4,943 | 4,943 | 4,108 | 543 |
| Evacuación Valdecaballeros, S.L. | 2,632 | 2,632 | ||
| Evacuación Villanueva del Rey, S.L. | ||||
| Explotadora Hospital del Tajo, S.L. | 1,355 | 1,355 | 4,451 | |
| Green Visión Holding B.V. | 9.658 | 9.658 | 5,283 | 1,152 |
| Huepil de Electricidad, S.L. | 36.521 | 36,521 | 3.737 | 1,575 |
| Inversiones Eléctricas Transam Chile Limitada | 25,163 | 25,163 | $\overline{0}$ | 871 |
| Myah Bahr Honaine, S.P.A. | 182,352 | 182,352 | $\mathbf{0}$ | (213) |
| Red eléctrica del Sur, S.A. | 41,855 | 41,855 | 2,958 | 2,958 |
| Shams One Company LLC (*) | ||||
| Shams Power Company PJSC | 2,000 | 2,000 | $\Omega$ | $\Omega$ |
| Telvent DMS LLC | 11,277 | 11,277 | 5,834 | 848 |
| TSMC Ing. Y Contrucción | 70 | 70 | $\overline{\phantom{a}}$ | |
| Zoar Eolica, S.L. | 29 | 29 | (89) | (94) |
| Total | 468,386 | 468,386 | 41,080 | 11,029 |
(*) The company is incorporated but not disbursed because it is no definitive.
Note 8.- Inventories
8.1. Inventories as of December 31, 2010 and 2009 were as follows:
| Item, | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Goods for resale | 16,232 | 24,271 |
| Raw materials and other supplies | 154,744 | 94,166 |
| Work in progress and semi-finished products | 7,103 | 2,246 |
| Projects in progress | 44,606 | 65,509 |
| Finished Products | 69,756 | 75,084 |
| Agricultural Products | 16.074 | 12,779 |
| Advance Payments | 76,501 | 71,534 |
| Total | 385,016 | 345,589 |
Inventories for entities located outside Spain were €239,099 thousand (€210,725 thousand in 2009).
$8.2.$ There are no restrictions on the availability of inventories, with the exception of quarantees provided for construction projects in the normal course of business, which are released as the contractual milestones of the project are achieved.
Note 9.- Financial Risk Management and Information on Financial Instruments
9.1. Financial risk
Abengoa's activities are undertaken through its Business Units and are exposed to various financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk, liquidity risk and capital risk.
The risk management model attempts to minimize the potential adverse impact of such risks upon the Group's financial performance. Risk is managed by the Group's Corporate Finance Department, which is responsible for identifying and evaluating financial risks in conjunction with the Group's operating units, quantifying them by project, region and company.
Written internal risk management policies exist for global risk management, as well as for specific areas of risk, such as foreign exchange risk, credit risk, interest rate risk, liquidity risk, the use of hedging instruments and derivatives and the investment of cash surpluses.
In addition, there are official written management regulations regarding key controls and control procedures for each company and the implementation of these controls is monitored through internal audit procedures.
The Group is affected by the following financial risk:
$\mathsf{a}$ Market risk
Market risk arises when group activities are exposed fundamentally to financial risk derived from changes in foreign exchange rates, interest rates and changes in the fair values of certain assets and commodities.
To hedge such exposure, Abengoa uses currency hedge forward contracts, options and interest rate swaps as well as futures contracts for the aforementioned commodities. The Group does not use derivatives for speculative purposes.
Foreign exchange rate risk; the international activity of the group generates exposure to foreign exchange rate risk. Foreign exchange rate risk arises when future commercial transactions and the assets and liabilities recognized are not denominated in the company's functional currency. The main exchange rate exposure for the Group relates to the US Dollar against the Euro and the Brazilian Real.
To control foreign exchange risk, the Group purchases forward currency sale/purchase options. Such contracts are designated as fair-value or cash-flow hedges, as appropriate.
In the event that the exchange rate of the US Dollar had risen by 10% against the Euro onDecember 31, 2010, with the rest of the variables remaining constant, the effect in the profit and loss accounts would have been a profit of €24,522 thousands mainly due to the US Dollar net asset position of the group in companies with Euro functional currency and an increase of $f(0,897)$ thousands in other reserves as a result of the cash flow hedging effects on highly probable future transactions.
In the event that the exchange rate of the US Dollar had risen by 10% against the Brazilian Real on December 31, 2010, with the rest of the variables remaining constant, the effect in the profit and loss accounts would have been a loss of €11,082 thousands mainly due to the US Dollar net liability position of the group in companies with Brazilian Real functional currency and an increase of €9,437 thousands in other reserves as a result of the cash flow hedging effects on highly probable future transactions.
Approximately 95% of projected transactions which are not denominated in the company's functional currency qualify as highly probable forecast transactions for hedge accounting purposes.
Details of the financial hedging instruments and foreign currency payments as of December 31, 2010 and 2009 are included in Note 11 of these Notes to these consolidated Financial Statements.
Interest rate risk arises mainly from financial liabilities at variable interest rates. i.
Abengoa actively manages the risks exposures of its interest rates in order to mitigate the risks to which the variations in the interest rates may be exposed which are derived from debt that contracted at a variable interest rate.
In non-recourse financing (see Note 15), as a general rule, the Company enters hedging arrangements for at least 80% of the amount and the timeframe of the relevant financing, through options and/or swaps contracts.
In corporate financing (see Note 16), as general rule, a minimum of 80% of the debt is covered under hedging relationships throughout the term of the debt; in addition, in 2009 and 2010. Abengoa issued bonds at a fixed interest rate on the capital markets.
Thus, the main interest rate exposure for the Group relates to the variable interest rate with reference to the Euribor.
To control the interest rate risk, the Group primarily uses interest rate swaps and interest rate options (caps), which, in exchange for a fee, offer protection against a rise in interest rates.
In the event that the Euribor interest rates had risen by 25 basic points on 31 December 2010, with the rest of the variables remaining constant, the effect in the income statement would have been a profit of €13,324 thousands, mainly due to the fair value increase due to the time value of the interest rate caps designated as hedges and an increase of €40,692 thousand in other reserves as a result of the fair value increase of interest rate swaps and caps designated as hedges.
A breakdown of the financial derivative instruments relating to interest rates as of December 31, 2009 are provided in Note 11 of these Notes to the consolidated Financial Statements.
The risk of a change in commodities prices arises through both the sale of the Group's products and the purchasing of commodities for production processes. The main risk of change in commodities prices exposure for the Group is related to the price of zinc, aluminum, grane, ethanol, sugar and gas.
In general, the Group uses forward purchase contracts and options listed on organized markets, as well as OTC (over-the-counter) contracts with financial institutions, to mitigate the risk of market price fluctuations.
At December 31, 2010, if the price of zinc would have increased by 10%, with the other variables constant, the effect on the income statement would have been a profit of €2.045 thousand and an increase in other reserves of €1,017 thousand, due to the effect of cash flow hedges that the group maintains.
A breakdown of the commodity derivative instruments as of December 31, 2010 is included in Note 11 of these Notes to the Financial Statements.
In addition and independent of these transactions certain Group companies began to engage in purchase and sale transactions in the grain and ethanol markets, in accordance with a management policy for trading transactions.
These operations reflect the implementation of management-approved strategies for the purchase and sale of forward and swap contracts, mainly for grain and ethanol, which are controlled and reported on a daily basis, following the procedures established in the Transactions Policy. As a riskmitigation element, the company sets daily limits or "stop losses" for each strategy, depending on the markets in which it operates, the financial instruments purchased and the risks defined in the transaction.
These transactions are valued monthly at fair value through the income statement. In 2010, Abengoa recorded gains of €12,305 thousand (€1,999 thousand in 2009), €11,061 thousand of which related to gains on settled transactions (€1,630 thousand in 2009) and €1,244thousand to potential profits based upon open derivative contracts valued at the year end (€369 thousand in 2009).
b) Credit risk
The main financial assets exposed to credit risk derived from the failure of the counterparty to meet its obligations are trade and other receivables, current financial investments and cash.
- Trade and other receivables (see Note 12). $a)$
- Current financial investments and cash (see Notes 9, 10, 11 and 13). $h)$
- Trade and other receivables: Most receivables relate to clients operating in a range of industries and countries with contracts which require ongoing payments as the project advances, the service is rendered or upon delivery of the product. It is common practice for the company to reserve the right to cancel the work in the event of a material breach, especially non-payment.
In general, and to mitigate the credit risk, as prerequisite to any commercial contract or business agreement, the company generally holds a firm commitment from a leading financial institution to purchase the receivables without recourse (factoring). In these agreements, the company pays the bank for assuming the credit risk and also pays interest on the financing. The company always represents that the receivables are valid.
In this respect, Abengoa derecognizes the factored receivables from the Statement of Financial Position when all the conditions of IAS 39 for derecognition of assets are met. In other words, an analysis is made as to whether all risks and rewards of ownership of the related financial assets have been transferred, comparing the company's exposure, before and after the transfer, to the variability in the amounts and the calendar of net cash flows from the transferred asset. Once the company's exposure to this variability has been eliminated or substantially reduced, the financial asset has been transferred.
In general, Abengoa considers that the most significant risk to these assets within its activity is the risk of uncollectibility, since: a) trade receivables may be quantitatively significant during the progress of work performed for a project or service rendered; b) it would not be within the company's control. However, the risk of delays in payment is considered to be of little significance in these contracts and typically relates to technical problems, i.e. associated with the technical risk of the service provided and, therefore, within the company's control.
In any case, to cover those contracts in which the possibility of a payment delay from the client, with no commercial justification, could theoretically be identified as a risk associated to the financial asset, Abengoa establishes that, not only should the risk of legal insolvency (bankruptcy, etc.) be covered, but also that of de facto or evident insolvency (arising from the client's management of its own cash, even though there is no "general moratorium").
Consequently, if from the individual assessment of each contract it is concluded that the risk associated to the contract has been transferred to the financial institution, the receivable is derecognized in the Statement of Financial Position at the time it is transferred, in accordance with IAS 39.20.
As stated previously, Abengoa follows the policy of transferring the credit risk associated to the items included in trade and other receivables by using non-recourse factoring contracts. In addition, it would be necessary to exclude from the trade and other receivables balance, the potential effect of trade receivable balances for work completed pending certification for which factoring contracts are in place, the effect of other trade receivable balances that could be factored but have not yet been sent to the factoring entity at the year end, and assets that are covered by credit insurance and are included within trade and other receivables. Consequently, with this policy, Abengoa minimizes its credit risk exposure.
A trade receivables ageing analysis as of December 31, 2010 and 2009 is included in Note 12"Clients and "Other Receivable Accounts". The same note also outlines the credit quality of the clients and it analyses the client loyalty as well as the movement on provisions for receivables over the year and
Financial investments: to control credit risk in the execution of financial investments, the group has established corporate criteria to minimize such exposure assuring that counterparties are of recognized prestige and with high credit ratings as well as establishing investing or hiring limits with periodic review.
$\mathsf{C}$ Liquidity risk
Abengoa's liquidity and financing policy is intended to ensure that the company keeps sufficient funds available to meet its financial obligations as they fall due. Abengoa uses two main sources of financing:
- Non-recourse project financing, which is typically used to finance any significant investment (see Notes 2.4 and 15). The repayment profile of each project is established on the basis of the projected cash flow generation of the business, allowing for variability depending on whether the cash flows of the transaction or project can be forecast accurately. This ensures that sufficient financing is available to meet deadlines and maturities, which mitigates the liquidity risk significantly.
- Corporate Finance, used to finance the activities of the remaining companies which are not financed under the aforementioned financing model. This means of financing is managed through Abengoa S.A., which pools cash held by the rest of the companies so as to be able to re-distribute funds in accordance with the needs of the Group (see Notes 2.18 and 16) and to ensure that the necessary resources are obtained from the bank and capital markets.
To ensure there are sufficient funds available for debt repayment in relation to its cash-generating capacity, Abengoa has put in place the following criteria and actions:
Maintaining sufficient leverage headroom by not exceeding a given Net Debt/EBITDA ratio limit of $1)$ corporate financing. The maximum headroom as per the financing contracts in 2010 and 2009 was 3.0, respectively. Net debt is calculated as all third party borrowings less cash and financial investments of current asset excluding the debt of operations financed without recourse. The denominator of the ratio is derived as the EBITDA of the entities which do not utilise non-recourse project finance and incorporating R&D&i expenses for the year.
At the close of 2010 and 2009, Abengoa's Net Debt/EBITDA ratio were 1.8 and 1.84 respectively, fulfilling the requirement related to Net Debt/EBITDAratio.
- The Corporate Financial Department annually prepares and the Board of Directors approves a 2) Financial Plan that engulfs all the financing needs as and how such financing will be provided. In the 2010 financial year Abengoa consolidated its presence as a recurring issuer on the capitals markets, executing issuances on American and European institutional debts markets; syndicated financing operations constituting the basis of its corporate financing were also successfully re-financed, as well as a new financing transactions in subsidiaries which have the support of export credit agencies.
- Proactive management of working capital in order to generate liquidity and cash flows sufficient $3)$ tomeet our requirements and obligations for the foreseeable future.
- $(4)$ Continuous monitoring of the provisions of the Group's liquidity reserve (which includes credit facilities (Note 16) and cash and cash equivalents (Note 16) based on expected cash flows.
In accordance with the foregoing, the sources of finance are diversified, in an attempt to prevent concentrations that may affect the working capital liquidity risk.
An analysis of the Group's financial liabilities into relevant maturity groupings based on the remaining period is included in the following Notes these consolidated Financial Statements:
| Current and Non-current | Notes to the Financial Statements |
|---|---|
| Financial Debt | Note 15 Non-recourse financing and Note 16 Corporate Financing |
| Lease-Back | Note 16 Corporate Financing |
| Leasing (Finance Lease) | Note 16 Corporate Financing |
| Borrowings and Other Loans | Note 16 Corporate Financing |
| Trade and Other Accounts Payable | Note 18 Trade Payables and Other Current Liabilities |
| Derivatives and hedging instruments | Note 11 Derivative Instruments |
$\mathsf{d}$ Capital risk
The Group manages its investments in equity to ensure the continuity of the activities of its subsidiaries from an equity standpoint by maximizing the return for the shareholders and optimizing the structure of equity and debt in the respective balances.
The objective is the constant and sustained achievement of the Group's results through organic growth. To achieve these objectives, it is necessary to strike a correct balance in the businesses between control over the financial risks and the financial flexibility required to achieve the objectives.
Since the admission of its shares to trade on the stock market, the company has grown in the following ways:
- Cash flows generated by conventional businesses; ×
- à, Financing of new investments through non-recourse financing, which also generates induced business for conventional businesses;
- Corporate financing, either through banks or capitals markets; ×
- Issuance of new shares of subsidiaries through organized markets like in the case of Telvent in the 2004 financial year;
- Assets turnover, such as the eolic activity divestiture, partial divestiture of Telvent or the sale of à. mature concessional shares, such as the sale of shares in projects relating to the transmission line concession activity (Expansion and ETIM).
The last capital increase occurred in 2000, for €75 million.
The leverage level objective of the activities of the company is not measured based on the level of debt on own resources, but on the nature of the activities:
- For activities financed through Non-recourse Financing each project is assigned a leverage objective based on the cash and cash flow generating capacity, generally, of contracts that equip these projects with highly recurrent and predictable levels of cash flow generation. In general, the levels of leverage reached are relatively high.
- For activities financed with Corporate Financing, the objective is to maintain reasonable leverage. defined as three (3) times Ebitda over Net Debt minus the Ebitda and the non-recourse financing.
9.2. Information on financial instruments
The Group's financial instruments are primarily deposits, trade and other receivables, derivatives and loans. $a)$ Financial instruments by category, reconciled with the Statement of Financial Position, are as follows:
| Category | Notes | Loans andreceivables /payables | Assets /Liabilities atfair value | HedgingInstruments | Availablefor sale | Total as of12.31.10 |
|---|---|---|---|---|---|---|
| Available-for-sale financial assets | 10 | $\overline{a}$ | $\overline{\phantom{a}}$ | 80,335 | 80,335 | |
| Financial assets at fair value | $\qquad \qquad$ | $\qquad \qquad$ | ||||
| Hedging Instruments | 11 | $\overline{\phantom{a}}$ | 47,243 | 101,631 | $\overline{\phantom{a}}$ | 148,874 |
| Financial receivables | 12 | 1,122,157 | $\qquad \qquad -$ | $\overline{\phantom{a}}$ | 1,122,157 | |
| Trade and other receivables | 12 | 2,141,443 | $\overline{a}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 2,141,443 |
| Cash and cash equivalents | 13 | 2,983,155 | $\qquad \qquad -$ | $\overline{\phantom{a}}$ | 2,983,155 | |
| Total Financial Assets | 6,246,755 | 47,243 | 101,631 | 80,335 | 6,475,964 | |
| Non-recourse financing | 15 | 4,050,110 | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 4,050,110 |
| Borrowings | 16 | 3,266,328 | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | 3,266,328 | |
| Trade and other current liabilities | 17 | 4,730,822 | $\blacksquare$ | $\overline{\phantom{a}}$ | 4,730,822 | |
| Derivative financial instruments | 11 | 135,443 | 235,470 | $\overline{\phantom{a}}$ | 370,913 | |
| Total Financial Liabilities | 12,047,260 | 135,443 | 235,470 | 12,418,173 |
| Category | Notes | Loans andreceivables /payables | Assets /Liabilities atfair value | HedgingInstruments | Availablefor sale | Total as of12.31.09 |
|---|---|---|---|---|---|---|
| Available-for-sale financial assets | 10 | 97,964 | 97,964 | |||
| Financial assets at fair value | $\qquad \qquad -$ | $\qquad \qquad -$ | $\overline{\phantom{a}}$ | |||
| Hedging Instruments | 11 | 47,310 | 29.767 | 70,742 | ||
| Financial receivables | 12 | 574,928 | $\overline{\phantom{a}}$ | 574,928 | ||
| Trade and other receivables | 12 | 2,002,169 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 2,002,169 | |
| Cash and cash equivalents | 13 | 1,546,431 | $\qquad \qquad -$ | $\overline{\phantom{a}}$ | 1,546,431 | |
| Total Financial Assets | 4,123,528 | 47,310 | 29,767 | 97,964 | 4,292,234 | |
| Non-recourse financing | 15 | 2,933,367 | $\overline{\phantom{a}}$ | 2,933,367 | ||
| Borrowings | 16 | 3,299,446 | $\qquad \qquad -$ | $\overline{\phantom{a}}$ | 3,299,446 | |
| Trade and other current liabilities | 17 | 3,820,729 | $\overline{\phantom{a}}$ | 3,820,729 | ||
| Derivative financial instruments | 11 | 122,343 | 186,764 | 309,107 | ||
| Total Financial Liabilities | 10,053,542 | 122,343 | 186,764 | 10,362,649 |
- On January 1, 2009 the Group adopted the amendment to IFRS 7 for financial instruments measured at $b)$ fair value, which requires a breakdown of the fair value measurements based on the following classifications:
- Level 1: Quoted prices in active markets for identical assets or liabilities. ×
- Level 2: Measured at observable market prices, other than quoted prices, either directly, derived from à. prices, or indirectly, by application of valuation models.
- Level 3: Measured on the basis of non-observable market data. ř.
The following is a breakdown of the Group's assets and liabilities measured at fair value at December 31, 2010 (except assets and liabilities with a carrying amount close to their fair value, non-quoted equity instruments measured at cost and contracts with components that cannot be measured reliably):
| Category | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Loans and Items receivable/payable | $\overline{\phantom{a}}$ | ۰ | ||
| Assets/Liabilities at fair value | $\overline{\phantom{a}}$ | (88, 200) | (88, 200) | |
| Hedging Derivatives | $\overline{\phantom{a}}$ | (133, 839) | ٠ | (133, 839) |
| Instruments held-to-maturity | 11 | $\overline{\phantom{a}}$ | ||
| Available-for-sale | 29,868 | 50,467 | 80,335 | |
| Total | 29,868 | (222, 039) | 50,467 | (141, 704) |
The following table shows the changes in the fair value of level 3 assets at December 31, 2010 and 2009:
| Movements | Amount |
|---|---|
| Beginning balance as of January 1, 2009 | 76,981 |
| Transfers to Level 3 | 8,058 |
| Gains and losses recognized in the Income Statement (see Note 10.1) | (12, 440) |
| Gains and losses recognized in Equity (see Note 10.1) | 4,497 |
| Other movements | (17,690) |
| Total as of December 31, 2009 | 59,406 |
| Transfers to Level 3 | |
| Gains and losses recognized in the Income Statement (see Note 10.1) | |
| Gains and losses recognized in Equity (see Note 10.1) | 1,207 |
| Other movements | (10, 146) |
| Total as of December 31, 2009 | 50.467 |
There are no companies in which holding less than 20% of the voting or potential voting power is determined that the company has significant influence and in which holding less than 20% of the voting or potential voting power is determined that the company does not have significant influence.
Note 10.- Available-for-sale Financial Assets
10.1. The following table shows the movement on available-for-sale financial assets during 2010 and 2009:
| Available for sale Financial assets | Balance |
|---|---|
| As of January 1, 2009 | 119,639 |
| Additions | 8,058 |
| Gain/Losses transferred to equity | 3,364 |
| Derecognitions/Translation differences | (33,097) |
| As of December 31, 2009 | 97,964 |
| Additions | 12,226 |
| Gain/Losses transferred to equity | 1,226 |
| Derecognitions/Translation differences | (31,061) |
| As of December 31, 2010 | 80,335 |
| Less: Non-current portion | 50,467 |
| Current portion | 29,868 |
The most significant variations produced during the year 2010 are due to lower short-term investments of cash in excess.
The heading of Derecognitions/Translation differences contains the losses recognized during 2009 for impairment losses on available-for-sale financial assets for an amount of €12,440 thousand (see Note 9.2), in shares traded in the US (Dvadic Investment and O2 Diesel) belonging to the Bioenergy business segment and recognized in the financial outcome of the profit and loss accounts under the epigraph of other net finance income/expenses.
At December 31, 2010, according to the criteria established by IAS 39, management evaluated the existence of objective evidence of impairment of these shares by observable and significant events occurred which could show that the impariment was not temporary and was treated as permanent recognising an impairment loss in the consolidated income statement adjusting the carrying amount of those shares to their fair value determined based on their last listed price in an active market.
10.2. The following table shows those entities which, in accordance with the then current legislation, were not consolidated in the years 2010 and 2009 (see Note 2.2) and in which the parent company's direct and indirect shareholding is higher than 5% and lower than 20%. The net carrying amount of these holdings is €14,126 thousand $(\epsilon 10.961)$ thousand in 2009).
| Non-current Financial Assets | 2010 | 2009 |
|---|---|---|
| % Holding | % Holding | |
| Banda 26, S.A. | 10.00 | 10.00 |
| Dyadic Investment | 10.00 | 10.00 |
| Fundación Soland | 16.67 | |
| Nextell Communication Solutions, S.A. | 10.00 | 10.00 |
| 02 Diesel | 13.80 | 13.80 |
| Soc. Con. Canal Navarra | 10.00 | 10.00 |
| Sociedad Andaluza de Valoración Biomasa | 6.00 | 6.00 |
| S 21 SEC Gestión | 15.00 | 15.00 |
| Viryanet, Ltd. | 15.10 | 15.10 |
| 2010 | 2009 | |
|---|---|---|
| Current Financial Assets | % Holding | % Holding |
| Banda 26, S.A. | 10.00 | 10.00 |
| BC International Corp. | 9.90 | 9.90 |
| Chekin | 14.28 | 14.28 |
| Comemsa | 6.08 | 6.08 |
| Medgrid, SAS | 5.00 | |
| Mediación Bursátil, S.V.B., S.A. | 8.00 | 8.00 |
- 10.3. All necessary notifications have been made to the companies in which the Group holds an interest of over 10%, as required under Article 155 of the Capital Societies Law (Ley de Sociedades de Capital).
- $10.4$ . There are no known substantive circumstances which have a material impact on the financial assets on the Group's portfolio, such as litigations, attachments, etc.
- 10.5. There are no firm agreements in place regarding the sale or purchase of these investments which could be considered material in relation to the Group's Financial Statements.
- 10.6. The amount of interest accrued but not yet collected is not material.
- 10.7. There are no fixed-yield securities in arrears. The average rate of return on fixed-yield securities is in line with the market.
- 10.8. As of December 31, 2010 and 2009, Abengoa, S.A. held a 3% interest in Xfera, S.A., recorded at a cost of €32,997 thousand and held in the Group under the ownership of Telvent Investments, S.A. (a holding company owned 100% by Abengoa, S.A.). Additionally the shareholders of Xfera have granted this company several "participative" loans in accordance with a plan that has been drawn up, which means a total disbursement of €21,030 thousand by Telvent in 2010 (€19,260 thousand in 2009), equivalent to 3% of the total loan made to the company by its shareholders in said years.
To measure this holding, as in prior periods, once Xfera's activities had commenced under the trade name of Yoigo, the principal reference point taken was the company's future cash-flow generation on the basis of its current Business Plan, discounted at a rate appropriate to the sector in which this company operates.
The result of said valuation method does not significantly differ from the fair value at December 31, 2010 and 2009, as there is no quoted market price for this security.
As a result of the purchase of its holding in Xfera. Telvent GIT, S.A. became responsible, from the beginning, for furnishing quarantees to the Spanish Administration as security for compliance with the commitments relating to investment, commercialization, employment and network development acquired by Xfera Móviles, S.A., together with other guarantees relating to the Radioelectronic Spectrum Rate, which the Group is required to counter-quarantee, for a total amount of €12,085 thousand (€12,085 thousand in 2009).
10.9. The Group applies IAS 39 to determine whether the carrying amount of an available-for-sale financial asset has been impaired. This process requires significant judgement. To make this judgement, the Group assesses, among other factors, for how long and to what extent the fair value of an investment will be below its cost. considering the financial health and short-term prospects of the company issuing the securities, including factors such as the industry and sector return, changes in the technology and cash flows from operating and financing activities.
Note 11.- Derivative Financial Instruments
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Concept | Assets | Liabilities | Assets | Liabilities |
| Exchange rate Derivatives - Cash flow hedge | 1,790 | 35,245 | 3,314 | 5,899 |
| Exchange rate Derivatives - Fair value hedge | 5,398 | 76 | 338 | 130 |
| Exchange rate Derivatives – non-hedge accounting | 9,171 | 6,899 | 12,038 | 3,403 |
| Interest rate Derivatives - Cash flow hedge | 83,974 | 145,914 | 20,182 | 135,325 |
| Interest rate Derivatives - Fair value hedge | $\overline{\phantom{a}}$ | |||
| Interest rate Derivatives - non-hedge accounting | 339 | 7,360 | 28,599 | 43,350 |
| Stock prices Derivatives - Cash flow hedge | 6,357 | 50,579 | 6,271 | 36,988 |
| Stock prices Derivatives - Fair value hedge | ||||
| Stock prices Derivatives – non-hedge accounting | $\overline{\phantom{a}}$ | 11,102 | ||
| Implicit Derivative of convertible bonds and shares options (Note 16.3) | 41,845 | 135,367 | 72,911 | |
| Total | 148,874 | 381,440 | 70,742 | 309,108 |
| Non-current part | 127,553 | 289,997 | 45,458 | 213,101 |
| Current part | 21,321 | 91,443 | 25,284 | 96,007 |
11.1. The fair value of derivative financial instruments as of December 31, 2010 and 2009 was as follows:
The classification of derivative financial instruments classified as non-hedge accounting derivatives are those derivative financial instruments which, although obtained for the purpose of hedging certain market risks (interest rates, exchange rates and commodity prices), do not meet the specific requirements established by IAS 39 to be designated as hedging instruments from an accounting point of view (since, at the inception of the hedge, there was no designation or formal documentation relating to the hedge or the risk management strategy that it was intended to implement) or, having complied with all of the requirements to be designated a hedging instrument, the underling has been sold or the hedging designation has been interrupted.
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Cash flow hedges $a)$
The table below shows a breakdown of the maturities of notional amounts of exchange rate derivatives designated as cash flow hedges at the 2010 and 2009 year end:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Notionals | Collections | Payments | Collections | Payments |
| Up to 1 year | 108,501 | 268,520 | 2,659 | 31,827 |
| Between 1 and 2 years | 21,220 | 152,082 | 26 | 92 |
| Between 2 and 3 years | 19,395 | 35,171 | - | 9.124 |
| Subsequent years | $\overline{a}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ |
| Total | 149,116 | 455,773 | 2,685 | 41,043 |
The table below shows a breakdown of the maturities of fair value amounts of exchange rate derivatives designated as cash flow hedges at the 2010 and 2009 year end:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Fair value | Collections | Payments | Collections | Payments |
| Up to 1 year | 2,475 | (21, 041) | 58 | (1, 397) |
| Between 1 and 2 years | 1,564 | (14, 942) | ||
| Between 2 and 3 years | ,368 | (2,879) | $\sim$ | (1,258) |
| Subsequent years | $\sim$ | $\sim$ | $\overline{\phantom{a}}$ | |
| Total | 5,407 | (38, 862) | 69 | (2,654) |
The net amount of the fair value of exchange rate derivatives designated as cash flow hedges transferred to the Income statement in 2010 and 2009 has been of €206 and €1,493 thousand respectively (see Note $24).$
The ineffective amount recognized in the income statement for the years 2010 and 2009 originated by the exchange rate derivatives designated as cash flow hedges amounts to €434 and €169 thousand respectively.
The after-tax gains/losses accumulated in equity in connection with exchange rate derivatives designated as cash flow hedges at December 31, 2010 amounted to $\xi$ -9,807 thousand $(\xi$ -128thousand in 2009). See note 24.
$h)$ Fair value hedges
The table below shows a detail of the maturities of notional amounts of exchange rate derivatives designated as fair value hedges as at the close of 2010 and 2009:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Notionals | Collections | Payments | Collections | Payments |
| Up to 1 year | 8.935 | 18,250 | 91,628 | 18,000 |
| Between 1 and 2 years | $\sim$ | 140,897 | 6,456 | |
| Between 2 and 3 years | $\sim$ | $\sim$ | m. | |
| Subsequent years | Color | - | - | |
| Total | 8,935 | 159,147 | 91,628 | 24,456 |
The table below shows a detail of the maturities of notional amounts of exchange rate derivatives designated as fair value hedges at the close of 2010 and 2009:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Fair value | Collections | Payments | Collections | Payments |
| Up to 1 year | 155 | (427) | 338 | (106) |
| Between 1 and 2 years | 5,594 | $\overline{\phantom{a}}$ | (24) | |
| Between 2 and 3 years | $\sim$ | $\overline{\phantom{a}}$ | $\sim$ | |
| Subsequent years | $\overline{a}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | |
| Total | 5.749 | (427) | 338 | (130) |
The net amount of the fair value of exchange rate derivatives designated as fair value hedges transferred to the Income statement in 2010 and 2009 has been of $\epsilon$ -18,261 thousand and $\epsilon$ -1,246 thousand respectively (see Note 35)
Non hedge accounting derivatives $\mathsf{C}$
The table below shows a detail of the maturities of notional amounts of non-hedge accounting exchange rate derivatives as at the close of 2010 and 2009:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Notionals | Collections | Payments | Collections | Payments |
| Up to 1 year | 84,901 | 111,264 | 37,120 | 77,970 |
| Between 1 and 2 years | 2,547 | 3,340 | 11,069 | 12,053 |
| Between 2 and 3 years | $\overline{\phantom{a}}$ | ۰ | ||
| Subsequent years | $\overline{\phantom{a}}$ | $\qquad \qquad$ | $\overline{\phantom{a}}$ | |
| Total | 87,448 | 114,604 | 48,189 | 90,023 |
The table below shows a detail of the maturity of fair values of non-hedge accounting exchange rate derivatives as at the close of 2010 and 2009:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Fair value | Collections | Payments | Collections | Payments |
| Up to 1 year | 2,117 | 11,620 | (2, 237) | |
| Between 1 and 2 years | 155 | $\overline{\phantom{a}}$ | 418 | (1, 166) |
| Between 2 and 3 years | $\sim$ | ٠ | Sec | |
| Subsequent years | - | $\qquad \qquad$ | - | |
| Total | 2,272 | - | 12,038 | (3,403) |
At the end of 2010, the net amount of the fair value of exchange rate derivatives charged directly to the Income Statement as a result of not meeting all the requirements of IAS 39 to be designated as accounting hedges represented losses of €-7,257 thousand (see Note 35).
11.3. Interest rate hedges
As stated in Note 9 to these Consolidated Financial Statements, the general hedging policy for interest rates is to purchase future call options for a fixed fee, through which the company can ensure a fixed maximum interest rate cost. Additionally, in certain circumstances, the company also uses floating to fixed interest rate swaps.
As a result, the notional amounts hedged, strikes contracted and maturities, depending on the characteristics of the debt on which the interest rate risk is being hedged, are very diverse, including the following:
- Corporate Financing: hedging 175% and 100% of the notional amount, with maturities up to 2021 and ř. average guaranteed interest rates of between 1.50% and 4.75% for loans pegged to the 1-month and 3month Euribor rates.
- Non-recourse financing;
- Non-recourse financing in Euros: hedging 50% and 100% of the notional amount, maturities until à. 2032 and average quaranteed interest rates of between 1.23% and 5.25%.
- Non-recourse financing in US Dollars: hedging 40% and 100% of the notional amount, including maturities until 2028 and average guaranteed interest rates of between 2.93% and 8%.
Cash flow hedges $a)$
The table below shows a breakdown of the maturities of notional amounts of interest rate derivatives designated as cash flow hedges at the 2010 and 2009 year end:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Notionals | CAP | Swap | CAP | Swap |
| Up to 1 year | 465,256 | 812,722 | 226,554 | 31,141 |
| Between 1 and 2 years | 251,942 | 988,734 | 386,301 | 807,721 |
| Between 2 and 3 years | 85,595 | 689,749 | 143,708 | 979,970 |
| Subsequent years | 1,956,820 | 756,795 | 718,509 | 1,182,216 |
| Total | 2,759,613 | 3,248,000 | 1,475,072 | 3,001,048 |
The table below shows a breakdown of the maturity of the fair values of interest rate derivatives designated as cash flow hedges at the 2010 and 2009 year end:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Fair value | CAP | Swap | CAP | Swap |
| Up to 1 year | 308 | (26.917) | 2,363 | (26, 320) |
| Between 1 and 2 years | 80 | (32, 539) | 277 | (17, 757) |
| Between 2 and 3 years | 308 | (17.914) | 160 | (19, 415) |
| Subsequent years | 74,011 | (59, 277) | 17,382 | (71, 833) |
| Total | 74,707 | (136, 647) | 20,182 | (135, 325) |
The net amount of the fair value of interest rate derivatives designated as cash flow hedges transferred to the Income statement in 2010 and 2009 has been of €45,899 thousand and €7,809 thousand respectively (see Note 24).
The after-tax gains/losses accumulated in equity in connection with derivatives designated as cash flow hedges at the close of 2010 and 2009 amounts to €-85,729 and €-64,269 thousand respectively (see note $24)$ .
The net amount of the time value component of the cash flow financial derivatives fair value recognized in the income statement for the years 2010 and 2009 has been €-3.332 and €-4.870 thousand respectively.
Fair value hedges $b)$
The Group does not have any interest rate derivatives designated as fair value hedges at the close of 2010 and 2009:
$\mathsf{C}$ Derivatives not designated as hedge accounting
The table below shows a detail of the maturities of notional amounts of non-hedge accounting interest rate derivatives at the close of 2010 and 2009:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Notionals | CAP | Swap | CAP | Swap |
| Up to 1 year | $\overline{\phantom{a}}$ | ۰ | 400,000 | 1,167,000 |
| Between 1 and 2 years | $\qquad \qquad$ | $\qquad \qquad$ | ||
| Between 2 and 3 years | 167,430 | 71,756 | 321,306 | |
| Subsequent years | 11,700 | 2,059,000 | ||
| Total | 179,130 | 71,756 | 2,780,306 | 1,167,000 |
The table below shows a detail of the maturities of fair values of non-hedge accounting interest rate derivatives at the close of 2010 and 2009:
| 12.31.10 | 12.31.09 | |||||
|---|---|---|---|---|---|---|
| Fair value | CAP | Swap | CAP | Swap | ||
| Up to 1 year | (19) | 1.566 | (43, 350) | |||
| Between 1 and 2 years | - | - | ||||
| Between 2 and 3 years | 172 | (7, 341) | 1,319 | |||
| Subsequent years | 162 | 25,714 | ||||
| Total | 339 | (7, 360) | 28,599 | (43,350) |
At the close of 2010 and 2009, the net amount of the fair value of interest rate derivatives charged directly to the Income Statement as a result of not meeting all the requirements of IAS 39 to be designated as hedges represented losses of $\epsilon$ -2,241 and $\epsilon$ -20,751 thousand, respectively (see Note 34).
The discontinuance of the hedge accounting of certain interest rate derivative financial instruments normally takes place due to changes in the benchmark interest rate for the hedged item in line with a policy for management and optimization of cash and financial expense, driven by the current market situation.
Additionally, a series of interest rate swaps and caps were liquidated in 2008, generating a positive cash flow upon liquidation. These contracts had been designated as hedge cash flows as a result of the respective effectiveness tests performed. Therefore, applying IAS 39, when the hedging instrument no longer exists and the hedged transaction continues to be probable, the cumulative gain or loss on the hedging instrument that remains recognized in equity from the period when the hedge was effective should remain in equity until the forecast transaction occurs. This amount will be reclassified to profit or loss in the same period or periods in which the hedged forecast transaction affects profit or loss. In the present case, it will be reclassified to profit or loss as the finance expense originated by the loan hedged is recognized in the Income Statement. As a result, Abengoa will reclassify the profit recognized in equity to the Income Statement following the swaplet method, where each interest rate calculation period of the swap is called a swaplet. The basis of this method is that the amount recognized in equity will be equivalent to the sum of the present value of the cash flows of each swaplet (i.e. the difference between the fixed rate and the forward rate calculated for each swaplet at the last date on which the hedge was effective, discounted to the date when hedge accounting was discontinued).
The balance calculated for each swaplet is recognized in the Income Statement in the period of each swaplet. The amounts transferred from equity to the Income Statement in 2010 and 2009 were a gain of €8,082 and €4,799 thousand, respectively, with an amount of €18,822 thousand (€26,904 thousand in 2009) yet to be transferred to the Income Statement in the following years.
11.4. Commodity price hedges
In relation to hedges of commodity prices, as stated in Note 2.9 of the Consolidated Financial Statements of Abengoa for the year ended on December 31, 2010, the different activities carried on by Abengoa through its different business groups (Bioenergy, Environmental services and Industrial engineering and construction) expose the group to risks derived from the fair value of certain commodity prices (zinc, aluminum, grain, ethanol and gas).
To hedge these risks, Abengoa uses derivative contracts for commodity prices.
Cash flow hedges $\mathsf{a}$
The table below shows a breakdown of the maturities of notional amounts for the commodity price derivatives designated as cash flow hedges at the 2010 and 2009 year end:
| 2010 | Ethanol(Gallons) | Gas(MWh) | Grain(Bushels) | Zinc(Tons) | Aluminum(Tons) | Other(Gallons) |
|---|---|---|---|---|---|---|
| Up to 1 year | 621,288 | 5,580,000 | 52,909,635 | 70,026 | 22,171 | 300,004 |
| Between 1 and 2 years | $\overline{\phantom{m}}$ | $\overline{\phantom{a}}$ | $\qquad \qquad$ | 62,400 | 17,231 | |
| Between 2 and 3 years | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | |
| Subsequent years | $\overline{\phantom{m}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\qquad \qquad$ | $-$ | |
| Total | 621,288 | 5,580,000 | 52,909,635 | 132,426 | 39,402 | 300,004 |
| 2009 | Ethanol(Gallons) | Gas(MWh) | Grain(Bushels) | Zinc(Tons) | Aluminum(Tons) | Other(Gallons) |
|---|---|---|---|---|---|---|
| Up to 1 year | 6,000,000 | 16,654,986 | 10,963,602 | 60,892 | 2,175 | |
| Between 1 and 2 years | $\overline{\phantom{m}}$ | $\overline{\phantom{a}}$ | $\overline{a}$ | 70,026 | $\qquad \qquad =$ | 554,900 |
| Between 2 and 3 years | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\sim$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ |
| Subsequent years | $\overline{\phantom{m}}$ | $-$ | $\qquad \qquad$ | $\qquad \qquad$ | ||
| Total | 6,000,000 | 16,654,986 | 10,963,602 | 130,918 | 2,175 | 554,900 |
The table below shows a breakdown of the maturities of the fair value of commodity price derivatives designated as cash flow hedges at the 2010 and 2009 year end:
| Ethanol | Gas | Grain | Zinc | Aluminum | Other | |
|---|---|---|---|---|---|---|
| 2010 | (Gallons) | (MWh) | (Bushels) | (Tons) | (Tons) | (Gallons) |
| Up to 1 year | 702 | (523) | 52 | (20, 460) | (3, 176) | (9,002) |
| Between 1 and 2 years | $\frac{1}{2}$ | $\sim$ | $\overline{a}$ | (10, 168) | ||
| Between 2 and 3 years | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\sim$ | $\sim$ | (1,647) | $\overline{\phantom{a}}$ |
| Subsequent years | $\frac{1}{2}$ | $\sim$ | $\overline{a}$ | - | ||
| Total | 702 | (523) | 52 | (30, 628) | (4,823) | (9,002) |
| Ethanol | Gas | Grain | Zinc | Aluminum | Other | |
|---|---|---|---|---|---|---|
| 2009 | (Gallons) | (MWh) | (Bushels) | (Tons) | (Tons) | (Gallons) |
| Up to 1 year | (3,011) | 2,032 | 1,240 | (16, 232) | (12) | 2,725 |
| Between 1 and 2 years | 2.716 | $\sim$ | (221) | (17, 459) | $\sim$ | (2, 495) |
| Between 2 and 3 years | $\sim$ | $\sim$ | $\sim$ | $\sim$ | $\sim$ | |
| Subsequent years | $\overline{\phantom{a}}$ | $\sim$ | $\sim$ | н. | $\overline{\phantom{a}}$ | |
| Total | (295) | 2,032 | 1.019 | (33, 691) | (12) | 230 |
The net amount of the fair value of commodity price derivatives designated as cash flow hedges transferred to the Income statement in 2010 and 2009 has been of €-10,361 and €-11,814 thousand respectively (see Note 24)
The after-tax gains/losses accumulated in equity in connection with derivatives designated as cash flow hedges at December 31, 2010 amounted to €-5,747thousand (€-17,941thousand in 2009). See note 24.
$b)$ Fair value hedges
At the end of 2010 and 2009, the Group does not hold fair value hedging financial instruments of commodity prices.
Derivatives not designated as hedges (non-hedge accounting derivative financial instruments) $\mathsf{C}$
The table below shows a detail of the maturity of notional amounts of non-hedge accounting commodity price derivatives at the close of 2010 and 2009:
| 2009 | Ethanol(Gallons) | Gas(MWh) | Grain (Bushels) | Zinc(Tons) | Aluminum(Tons) | Other(Gallons) |
|---|---|---|---|---|---|---|
| Up to 1 year | Sec. | ۰ | $\sim$ | |||
| Between 1 and 2 years | $\sim$ | $\sim$ | $\sim$ | $\sim$ | 11,103 | |
| Between 2 and 3 years | COL | ٠ | Section | $\sim$ | ||
| Subsequent years | Contract | $\sim$ | $\sim$ | $\sim$ | ||
| Total | . . | . . | - | 11,103 |
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$12.5.$ The credit quality of outstanding Trade receivables, that are neither past due nor impaired, may be assessed under the following categories:
| Categories | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Trade receivables factorizable without recourse by the bank | 378,799 | 340,347 |
| Trade receivables factorizable with recourse by the bank | 13,332 | 10,043 |
| Trade receivables covered by credit insurance | 28,813 | 54,381 |
| Trade receivables without categorization | 314,273 | 183,097 |
| Total clients and other accounts receivable | 735.217 | 587,868 |
$12.6.$ The movement in the bad debt provision for 2010 and 2009 is the following:
| Balance as of12.31.10 | Balance as of12.31.09 | |
|---|---|---|
| Initial Balance | (21, 377) | (11, 027) |
| Provision for receivables impairment | (13,360) | (4,386) |
| Receivables written off during the year as uncollectible | 5,946 | 1,472 |
| Reversal of unused amounts | 231 | 471 |
| Reclasifications and other movements | 5,194 | (7,907) |
| Final Balance | (23,366) | (21, 377) |
The most significant variations is the recognition of a bad debt provision in the Engineering and Constructionsbusiness segment for receivables that are not considered recoverable.
- $12.7.$ At the close of the 2010 financial year, approximately €568 million (€521 million in 2009) were factored and derecognized pursuant to the provisions of IAS 39. Of this amount, €35 million correspond to entities with non-recourse financing.
- $12.8.$ The breakdown of Tax receivables as of December 31, 2010 and 2009 is as follows:
| Item | 12.31.10 | Balance as of Balance as of12.31.09 |
|---|---|---|
| VAT receivable | 267,665 | 132,639 |
| Social Security receivable | 2.738 | 3,537 |
| VAT charged | 123,572 | 114,705 |
| Witholdings tax and income tax advance | 98,417 | 85,151 |
| Total tax receivables | 492.392 | 336,032 |
12.9. The following table shows a breakdown of Financial accounts receivable as of December 31, 2010 and 2009:
| Item | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Loans | 187,937 | 94.641 |
| Fixed-term investment | 1,000 | 1,776 |
| Down payments and lease deposits | 67,542 | 51,126 |
| Other financial assets | 3,270 | 14,193 |
| Total non-current portion | 259,749 | 161,736 |
| Loans | 8,612 | 4,720 |
| Fixed-term investment | 710.095 | 270,396 |
| Down payments and lease deposits | 143,494 | 138,076 |
| Other financial assets | 206 | |
| Total current portion | 862.407 | 413.192 |
This heading includes the loans and other accounts receivable considered as non-derivative financial assets not listed in an active market, with a maturity period of less than twelve months (current assets) or exceeding that period (non-current assets).
The market value of these assets does not differ significantly from its carrying amount.
As of December 31, 2010 the amount corresponding to entities with non-recourse financing is €736 million (€488 million in 2009).
Fixed-term investments are invested in financial entities with a high credit quality as stated in Note 9.1.
Loans for an amount of €197 million in 2010 (€79 million in 2009), mainly includes note receivables with third parties and local administrations for a total amount of €98 million (€51 million in 2009), and includes certain loans to group companies associates and other related parties, not eliminated in consolidation for a total amount of €84 million (€36 million in 2009).
Fixed-term investments for an amount of €711million (€271 million in 2009) mainly includes primarily restricted investments in fixed-income securities and bank deposits with a maturity greater than 3 months that are held as cash collateral for confirming financing. These investments are held with financial institutions and receive floating interest. Said item also contains deposits in the amount of €262 million as guarantee for confirming operations undertaken between companies of the group.
Deposits mainly includes bank deposits with maturity periods generally over a year (non current) and under 3 months (current) in the amount of €143 M (€138 M in 2009). Guarantee deposits consist mainly of balances to cover performance quarantees of debt payments and stood for an amount of €61 million.
Other financial assets include other receivable amounts considered as non-derivative financial assets not listed in an active market, that are not classified in any of the other categories.
Note 13.- Cash and Cash Equivalents
As of December 31, 2010 and 2009 Cash and cash equivalents totaled €2,983,155 thousand (€1,546,431 thousand in 2009), being cash and credit balances to the Group which are liquid, held in current accounts and immediately available for withdrawal from banks and credit institutions.
The following breakdown shows the main currencies in which cash and cash equivalent balances are denominated:
| 12.31.2010 | 12.31.2009 | |||
|---|---|---|---|---|
| Currency | ResidentCompanies | Non-ResidentCompanies | ResidentCompanies | Non-ResidentCompanies |
| Euro | 2.326.201 | 164.834 | 671,837 | 275,912 |
| US Dollar | 93.155 | 245.094 | 54,344 | 260,000 |
| Canadian Dollar | ٠ | 12.414 | $\overline{\phantom{a}}$ | 4,988 |
| Swiss Franc | 2.759 | 139 | 8,594 | 106 |
| Sterling Pound | 367 | 275 | 386 | 118 |
| Argentinian Peso | 479 | 917 | ||
| Chilean Peso | ٠ | 8.316 | Ĩ. | 6,886 |
| Mexican Peso | 33 | 5.506 | 713 | 2.014 |
| Brazilian Real | ٠ | 87.482 | 15 | 168,327 |
| Others | 7.215 | 27.969 | 16,159 | 76,032 |
| Total | 2,430,209 | 552,946 | 752,048 | 794,383 |
The balance of cash and cash equivalents of entities with non-recourse financing (see Note 15) was €565,893 thousand (€402,780 thousand in 2009).
Note 14.- Non-Current Assets and Liabilities of Disposal Group classified as Held for Sale
At the close of 2010, the group did not have any non-current assets or liabilities classified as held for sale, in accordance with the requirements set forth in IFRS 5.
During the year 2009 the discontinuation of the assets and liabilities of the Information Technologies business segment, previously classified as assets held for sale at the close of the year 2008, ceased due to circumstances previously deemed improbable and, as a result, the conclusion of the sale process and loss of control of the shares of Telvent GIT S.A. was not expected at the end of the forecasted period.
Due to the aforementioned circumstances, the group opted for a partial reduction in the percentage of the shares in Telvent GIT S.A. of 22.79% during 2009. After such sale Abengoa holds 40% of Telvent and still controls it through de facto control (see Note 2.2.a).
Note 15.- Non-Recourse Financing
As indicated in Note 2.4, in the consolidation there are certain entities for which, in general, the main commercial purpose is the long-term development of integrated products which are financed through non-recourse project finance.
This Note outlines the non-recourse financing linked to the assets of companies included in Note 6 of this Consolidated Report.
Non-recourse financing is generally used for constructing and/or acquiring an asset, exclusively using as guarantee the assets and cash flows of the company or group of companies carrying out the activities financed. In most of the cases, the assets and/or contracts are set up as quarantee to ensure the repayment of the finance.
Compared to corporate financing, non-recourse financing holds certain key advantages amongst which it can be highlighted the greater leverage period permitted and a clearly defined risk profile.
15.1. The balances and movement for 2010 and 2009 of project finance are set out in the table below:
| Concept | Non-recourse financing-Long Term | Non-recourse financing- Short Term | Total |
|---|---|---|---|
| Balance as of 12.31.09 | 2,748,015 | 185,352 | 2,933,367 |
| Increases | 676,761 | 123,063 | 799,824 |
| Decreases (reimbursement) | (57, 203) | (86, 592) | (143, 795) |
| Translation differences (Currency) | 140,162 | 15,823 | 155,985 |
| Changes in consolidation | 58,521 | 96,854 | 155,375 |
| Reclassifications | (8, 285) | 157,639 | 149,354 |
| Balance as of 12.31.10 | 3,557,971 | 492.139 | 4,050,110 |
The most significant variations occurring in the 2010 financial year are mainly in the increase of new financing for specific projects relating to Engineering and Construction (€338 million for energy transmission in Brazil and Peru and projects in Algeria), Solar projects in Spain (€381 million), Bioenergy projects (€81 million for cogeneration projects in Brazil), Moreover, there is an increase of €156 million due to the effect of currency translation from Brazilian Real and US dollar to euro
| Concept | Non-recourse financing- Short Term | Non-recourse financing- Long Term | Total |
|---|---|---|---|
| Balance as of 01.01.09 | 1,883,443 | 249,284 | 2,132,727 |
| Increases | 343,003 | 29,201 | 372,204 |
| Decreases (reimbursement) | (30, 595) | (8, 793) | (39, 388) |
| Translation differences (Currency) | 135,177 | 54,468 | 189,645 |
| Change in consolidation | 23,673 | 23,673 | |
| Reclassifications | 252,814 | (167,600) | 85,214 |
| Transfer from held for sale | 140,500 | 28,792 | 169,292 |
| Other movements | |||
| Balance as of 12.31.09 | 2,748,015 | 185,352 | 2,933,367 |
The most significant variations occurring in the 2009 financial year are mainly in the effort to obtain financing for specific projects relating to Environmental Services activity for projects in Algeria (€120 million) and Solar projects in Spain (€249 million). The "Reclassifications" amount generally reflects short term transitional finance that finally become non-recourse project finance of power transmission lines after these lines come into operation.
15.2. The fair value of non-recourse financing is in line with the book value, given that the impact of discounting is insignificant.
Within the assets on the Statement of Financial Position and under the Cash and Cash equivalent and Financial Receivables (Current) headings, there are debt service reserve accounts in the amount of €20 M relating to project finance in 2010 (€18 M in 2009).
15.3. Project companies as of the end of 2010 which are financed by non-recourse project finance are: (*) Operative (0); Construction (C)
| Project | Activity | Country | Status (*) | $%$ | Amount drawn |
|---|---|---|---|---|---|
| Abengoa | 2010 | ||||
| Industrial Engineering and Construction: | 1,708,356 | ||||
| Transmission/CogenerationAbengoa Cogeneración Tabasco S. de R.L. de C.V. | Mexico | (C) | 60 | 1,515,221 | |
| Abengoa Transmisión Sur, S.A. | CogenerationTransmission | Peru | (C) | 100 | |
| Abengoa Trasnmisión Norte, S.A. | Transmisión | Peru | (C) | 100 | |
| ATE Il Transmissora de Energía, S.A. | Transmisión | Brazil | (O) | 100 | |
| ATE III Transmissora de Energía, S.A. | Transmisión | Brazil | (O) | 100 | |
| ATE IV Sao Mateus Transmisora de Energía, S.A. | Transmisión | Brazil | (O) | 100 | |
| ATE Transmissora de Energía, S.A. | Transmisión | Brazil | (O) | 100 | |
| ATE V Londrina Transmisora de Energía, S.A. | Transmisión | Brazil | (O) | 100 | |
| ATE VI Campos Novo Transmisora de Energía, S.A. | Transmisión | Brazil | (O) | 100 | |
| ATE VII Foz do Iguazu Transmisora de Energía, S.A. | Transmisión | Brazil | (O) | 100 | |
| Cogeneración Villaricos, S.A. | Cogeneration | Spain | (O) | 99 | |
| Enernova Ayamonte, S.A. | Cogeneration | Spain | (O) | 91 | |
| Linha Verde Transmisora de Energia S.A | Transmission | Brazil | (C) | 51 | |
| Manaus Transmissora de Energía, S.A. | Transmission | Brazil | (C) | 51 | |
| Norte Brasil Transmissora de Energía S.A | Transmission | Brazil | (C) | 51 | |
| NTE Nordeste Transmissora de Energía, S.A. | Transmission | Brazil | (O) | 100 | |
| Palmucho, S.A. | Transmission | Chile | (O) | 100 | |
| Redesur | Transmission | Peru | (O) | 24 | |
| Solar Power Plant One (SPP1) | Transmission | Algeria | (C) | 66 | |
| STE Sul Transmissora de Energía, S.A. | TransmissionTransmission | Brazil | (O)(O) | 100100 | |
| Teyma Forestal, S.A.Infraestructure | Uruguay | 193,135 | |||
| Abengoa Brasil Administraçao Predial Ltda | Infrastructure | Brazil | (C) | 100 | |
| Centro Industrial y Logístico Torrecuéllar, S.A. | Infrastructure | Spain | (O) | 100 | |
| Centro Tecnológico Palmas Altas, S.A. | Infrastructure | Spain | (C) | 100 | |
| Concecutex SA de C.V. | Infrastructure | Mexico | (C) | 50 | |
| Concesionaria Costa del Sol S.A. | Infrastructure | Spain | (O) | 50 | |
| Hospital del Tajo, S.A. | Infrastructure | Spain | (O) | 20 | |
| Inapreu, S.A. | Infrastructure | Spain | (O) | 50 | |
| Bioenergy: | 477,931 | ||||
| Abengoa Bioenergia Brasil S.A. | Ethanol | Brazil | (O) | 100 | |
| Abengoa Bioenergy France, S.A. | Ethanol | France | (O) | 69 | |
| Abengoa Bioenergy of Illinois, Llc | Ethanol | USA | (O) | 100 | |
| Abengoa Bioenergy of Indiana, Llc | Ethanol | USA | (O) | 100 | |
| Environmental Services: | 535,580 | ||||
| Waste Recycling | 268,294 | ||||
| Befesa Zinc, S.L. and subsidiaries | Zinc waste recycling | Spain | (O) | 100 | |
| Befesa Reciclaje de Residuos de Aluminio, S.L. | Aluminim waste recycling | Spain | (O) | 60 | |
| Befesa Salzschlacke GmbH | Aluminim waste recycling | Germany | (O) | 100 | |
| Soluciones Ambientales del Norte Limitada S.A. | Waste management | Chile | (O) | 100 | |
| Desalation | 267,286 | ||||
| Aguas de Skikda | Desalation | Algeria | (O) | 67 | |
| Chennai Water Desalination , Ltd | DesalationDesalation | India | (O) | 2526 | |
| Myah Bahr Honaine, S.P.A.Qingdao BCTA Desalinataion Co.Ltd. | Desalation | AlgeriaChina | (C)(C) | 92 | |
| Shariket Tenes Lilmiyah Spa | Desalation | Algeria | (C) | 51 | |
| Solar: | 1,328,244 | ||||
| Arizona Solar One Llc | Solar energy generation | USA | (C) | 100 | |
| Casaquemada Fotovoltaica, S.L. | Solar energy generation | Spain | (O) | 66 | |
| Copero Solar Huerta, S.A. (H1-H10) | Solar energy generation | Spain | (O) | 50 | |
| Fotovoltaica Solar Sevilla, S.A. | Solar energy generation | Spain | (O) | 80 | |
| Helioenergy Electricidad Uno, Dos, S.A. | Solar energy generation | Spain | (C) | 50 | |
| Las Cabezas Fotovoltaica, S.L. | Solar energy generation | Spain | (O) | 100 | |
| Linares Fotovoltaica, S.L. | Solar energy generation | Spain | (O) | 100 | |
| Sanlúcar Solar, S.A. | Solar energy generation | Spain | (O) | 100 | |
| Solaben Electricidad, Dos, Tres S.A. | Solar energy generation | Spain | (C) | 70 | |
| Solacor Electricidad Uno, Dos S.A. | Solar energy generation | Spain | (C) | 74 | |
| Solar Processes, S.A. | Solar energy generation | Spain | (O) | 50 | |
| Solnova Electricidad, S.A. | Solar energy generation | Spain | (O) | 50 | |
| Solnova Electricidad, S.A. 3 | Solar energy generation | Spain | (O) | 80 | |
| Solnova Electricidad, S.A. 4 | Solar energy generation | Spain | (O) | 100 | |
| Solnova Solar Inversiones S.A. | Solar energy generation | Spain | (O) | 100 | |
| Total Abengoa Solar Emirates Investment Company, B.V | Solar energy generation | Arab Emirates | (C) | 50 |
15.4. The anticipated repayment schedule for non-recourse project financing, at the end of 2010 that will be made with the projected cash flows of the related projects, is as follows.
| 2011 | 2012 | 2013 | 2014 | 2015 | SubsequentYears |
|---|---|---|---|---|---|
| 492,139 | 313,419 | 370.431 | 369,465 | 248,031 | 2,256,625 |
Included within the amounts repayable there are balances relating to operations financed through non-recourse transitional loans (see Note 15.6) which will be repaid upon granting long-term non-recourse project financing.
15.5. Non-recourse financing projects entered into in 2010 and 2009 is as follows:
| Project | Year | Location | Amountcommitted | Amountdrawn |
|---|---|---|---|---|
| Abengoa Agroindustria Ltda. | 2010 | Brazil | 198 | 76 |
| Abengoa Cogeneración Tabasco S. de R.L. de C.V. | 2010 | Mexico | 344 | 183 |
| Abengoa Transmisión Sur, S.A. | 2010 | Peru | 142 | 97 |
| Arizona Solar One Llc | 2010 | USA | 1,085 | $\overline{\phantom{a}}$ |
| Concecutex, S.A. de C.V. | 2010 | Mexico | 45 | 11 |
| Helioenergy Electricidad Uno, Dos, S.A. | 2010 | Spain | 320 | 138 |
| Solaben Electricidad Dos, Tres, S.A. | 2010 | Spain | 340 | $\overline{\phantom{a}}$ |
| Solacor Electricidad Uno, Dos, S.A. | 2010 | Spain | 353 | 238 |
| Total year 2010 | 2,827 | 743 | ||
| Abengoa Transimisión Norte, S.A. (ATN) | 2009 | Peru | 56 | 18 |
| ATE IV São Mateus Transmisora de Energía, S.A. | 2009 | Brazil | 32 | 32 |
| ATE Londrina Transmisora de Energía, S.A. | 2009 | Brazil | 28 | 26 |
| ATE Campos Novos Transmisora de Energía, S.A. | 2009 | Brazil | 32 | 30 |
| ATE VII Foz de Iguazú Transmisora de Energía, S.A. | 2009 | Brasil | 17 | 17 |
| Total year 2009 | 101 | 123 |
15.6. Non-recourse project finance applied to projects also includes Non-Recourse Finance in Process. This relates to certain operations which are financed in a similar manner to non-recourse projects, generally by financial entities, and which are earmarked to be future development projects which typically will eventually be financed through non-recourse project finance. Receiving finance in process is in effect similar to receiving traditional customer prepayments during various early phases of construction or of a project; Non-Recourse Finance in Process varies slightly from traditional prepayments, however, in that it is not received from customers but from a financial entity. Such funding typically relates to transitional financing phases of a project (typically periods of less than 2 years) during the launch and construction phase of goods/projects which once completed and ready for operation become financed under the non-recourse project finance model (See Note 2.4).
However, if during the transitory period there is a risk of non-compliance with the debt repayment schedule necessary for the formalization of Project Finance (or of construction, which will ultimately require financing), this would be reclassified to elsewhere on the Statement of Financial Position, depending upon the nature of the arrangement, typically being Loans with Financial Entities.
The table below lists projects with non-recourse financing in progress as of December 31, 2010(amount in thousands of euros):
| Concept | Manaus Transmissora deEnergía, S.A. | Norte Brasil Transmissorade Energía S.A | Abengoa Transmisión Sur,S.A. |
|---|---|---|---|
| Project Start Date | October 2008 | February 2009 | July 2010 |
| End Date | October 2011 | March 2013 | October 2013 |
| Contract Price (EPC) | 612,858 | 883,489 | 282,147 |
| Execution at 12/12/10 | 274,683 | 28,369 | 18,500 |
| ST Financing Start Date | November 2008 | November 2010 | August 2010 |
| ST Financing Maturity Date | September 2011 | August 2011 | January 2012 |
| LT Financing Start Date | June 2011 | July 2011 | September 2011 |
| LT Financing Duration | Up to 14 years | Up to 16 years | Up to 15 years |
| Total amount of LT Financing ( $\epsilon$ thousand) | 360.240 | 494,429 | 284,392 |
15.7. Current and non-current loans with credit entities includes amounts in foreign currencies for the total of €2,281,917 thousands (€1,568,271 thousands in 2009), all of which belong to companies resident abroad.
The equivalent in euros of the most significative foreign-currency-denominated debts held by the Group is as follows:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Currency | Companies | Companies | ||
| Non Resident | Resident | Non Resident | Resident | |
| Dinar (Algeria) | 457,370 | $\qquad \qquad =$ | 315,964 | |
| Dirhams (Morocco) | ۰ | $\sim$ | ||
| Dollar (Canada) | ||||
| Dollar (USA) | 634,255 | 632,632 | ||
| Peso (Argentina) | ||||
| Peso (Chile) | 8,243 | 4,743 | ||
| Peso (Mexico) | 12,798 | 23,901 | ||
| Peso (Uruguay) | $\sim$ | ٠ | ||
| Real (Brazil) | 1,129,350 | 591,031 | ||
| Sol (Peru) | $\sim$ | $\sim$ | ||
| Yuan (China) | 39,901 | $\qquad \qquad =$ | ||
| Total | 2,281,917 | 1,568,271 |
Note 16.-Corporate Financing
16.1. The breakdown of the corporate financing as of December 31, 2010 and 2009 is as follows:
| Non-current | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Bank loans | 2,633,751 | 2,097,508 |
| Notes and Bonds | 1,690,816 | 442,397 |
| Obligations under financial leasing | 36,250 | 33,971 |
| Other loans and borrowings | 80,882 | 88,092 |
| Total Non-Current | 4,441,699 | 2,661,968 |
| Current | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Bank loanes | 632,757 | 612,382 |
| Notes and Bonds | 32,501 | 5,958 |
| Obligations under financial leasing | 16,493 | 17,871 |
| Other loans and borrowings | 38,147 | 1,267 |
| Total Current | 719,898 | 637,478 |
| Total Corporate Financing | 5,161,597 | 3,299,446 |
16.2. Bank loans
The amount of current and non-current borrowings with financial entities includes debts denominated in $a)$ foreign currencies in the amount of €117,121 thousand out of which, €117,121 thousand correspond to nonresident companies (€111.248 thousands in 2009). In 2009 €8,538 thousandare for companies which are resident in Spain.
The most significant value of exchange for currencies of debts in foreign currencies owed by companies of the Group to financial entities is as follows:
| 12.31.10 | 12.31.09 | |||
|---|---|---|---|---|
| Currency | Companies | Companies | ||
| Non Resident | Resident | Non Resident | Resident | |
| Dirhams (Morocco) | 1,240 | ٠ | ||
| Dollar (Canada) | 2,228 | 1,971 | ||
| Dollar (USA) | 30,493 | ٠ | 91.064 | 8,538 |
| Lira (Turkey) | 296 | $\overline{\phantom{a}}$ | ||
| Peso (Argentina) | 156 | ۰ | $\sim$ | |
| Peso (Chile) | 197 | $\qquad \qquad =$ | 10,957 | |
| Peso (Mexico) | 4,187 | 5,794 | ||
| Peso (Uruguay) | $\qquad \qquad =$ | |||
| Real (Brazil) | 76,349 | ۰ | ||
| Sol (Peru) | 723 | |||
| Yuan (China) | 1,252 | ٠ | 1,462 | |
| Total | 117,121 | 111,248 | 8,538 |
The following table shows a list of borrowings with financial entities: $h)$
| Loan Details | Year Granted | Granted Amount | Amount drawn | Expiry |
|---|---|---|---|---|
| Syndicated Loan 2005 * | 2005 | 600 | 433 | July 2012 |
| Syndicated Loan 2006 * | 2006 | 600 | 500 | July 2012 |
| Syndicated Loan 2007 * | 2007 | 600 | 600 | July 2011 |
| Loan with Official Credit Institute | 2007 | 150 | 150 | July 2017 |
| Loan with the European Investment Bank (R&D&i) | 2007 | 109 | 109 | August 2014 |
| Forward Start Facility Section A | 2010 | 1217 | 224 | July 2013 |
| Forward Start Facility Section B | 2010 | 355 | 355 | July 2013 |
| Inabensa Financing | 2010 | 376 | 107 | 2020 |
| Abener Financing | 2010 | 300 | 116 | 2021 |
| Syndicated Loan Telvent | 2010 | 183 | 183 | March 2014 |
| Other Borrowings | Various | 490 | 490 | Various |
| Total | 3,267 |
* Extended with the Forward Start Facility
Annual Report 2010
With the aim of minimizing the volatility in interest rates of financial operations, specific contracts are signed to hedge the possible variations that may occur (See Note 11).
The long-term syndicated financing loans are raised for the purposes of financing investments and general financing requirements of Abengoa, S.A.and all the companies of the group without non-recourse financing. The syndicated loans for the years 2005, 2006 and 2007 were structured ad line of credit available to the group for 2005 and 2006 and under a multi-currency credit line for 2007 and were financed by over 50 financial entities. The necessary individual guarantees have been provided by certain entities of the Industrial Engineering and Construction, Environmental Services and Bioenergy Business units.
On April 22, 2010, Abengoa, S.A. refinanced part of its syndicated loans from previous years by signing a new agreement with a syndicate comprised of 49 Spanish and international credit institutions, in the form of a "forward start facility" with quarantee from fifteen of its subsidiaries. The amount of the loan called Section A was €1.216.584 thousand and was divided into three sub-Section A-1, A-2 and A-3, which partially extend the maturities of the syndicated loans from 2005, 2006 and 2007 respectively.
Furthermore, on the same date, Abengoa, S.A. signed an additional Section of funding worth €354,597 thousand called Section B, which will be used to cover the general corporate financing requirements and will mature between July 20, 2012 and July 20, 2013. The agreed interest rate and the guarantees are the same as those in the previously described refinancing.
The new conditions of the refinancing extend the maturities to July 20, 2012 and July 20, 2013. The agreed interest rate until July 20, 2012 and 2013 is Euribor plus 2,75% and 3% respectively.
Financing contracts of Abengoa S.A. and those of Abener and Inabensa, which are backed by guarantee of Abengoa S.A., including a corporate financial Net Debt/corporate Ebitda ratio as a performance condition. The Net Debt is calculated excluding debt amounts registered in the non-recourse financing and the ebitda excluding the ebitda generated by companies linked to non-recourse financing.
The maximum limit of this ratio for the financing contracts for 2010 and subsequent years is 3,0. On December 31, 2010, this ratio complied with the conditions stipulated in the respective financing agreements.
The bilateral loans with the Official Credit Institute (ICO) and the European Investment Bank (EIB) are aimed at financing specific investment programs, more notably overseas programs, as well as R&D&i programs.
At the close of the 2010 financial year. Abengoa, S.A. has available a total of €183.766 thousand (€170,550 thousand in 2009) in short-term borrowing facilities, of which €174,578 thousand is totally available at the end of the period (€162,976 thousand in 2009)These credit lines are intended primarily for financing short-term working capital requirements of the Group, and are managed together with Group's cash-pooling arrangement (see Note 9 on financial risk management).
In addition, some subsidiaries of Abengoa S.A. undersigned long-term loans with various entities amongst which the following may be highlighted:
- Two financing agreements signed with a group of financing entities backed by an EKN (Swedish Export Credit Agency) quarantee to finance industrial machinery in various projects:
- A credit undersigned in March 2010 by Instalaciones Inabensa S.A. for €247 million, then increased by €129 million in December 2010. These loans, quaranteed by Abengoa S.A. will mature in ten years and the repayment timeframe is tiered. The price agreed upon is Euribor plus an all in cost of 2,85%.
- A credit undersigned in December 2010 by Abener Energía SA worth €300 million, at a cost equal to Euribor plus an all in cost of 2,85% and is tiered credit payable within ten years.
At the close of the financial year the outstanding balance of these loans surpassed $\epsilon$ 223 million and €453 M remained available.
Syndicated credits of Telvent GIT taken in 2010 amounting to €183 million structured in two Sections: A credit of up to €100 million and a revolving credit Sections of €70 million which was subsequently increased to €83 million. At the close of the financial year, this financing was entirely drawn. This credit, as well as the rest of the credits incurred by the subsidiaries of Telvent GIT, is not covered by the quarantee of Abengoa S.A. or by any other subsidiary outside the Telvent perimeter.
The fair value of non-current third-party loans is in line with the book value recorded, given that the discounting impact is insignificant.
$\mathsf{C}$ ) The debt repayment calendar is set out in the following table:
| 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | SubsequentYears | Total | |
|---|---|---|---|---|---|---|---|---|
| Syndicated Loans and FSF | 274.248 | 556,170 | 1,281,678 | ۰ | m. | $-2,112,096$ | ||
| BEI Financing | $\frac{1}{2}$ | ٠ | $\sim$ | 109,000 | $\sim$ | $\overline{\phantom{a}}$ | 109,000 | |
| ICO Financing | $\sim$ | ÷ | 30,000 | 30,000 | 30,000 | 30,000 | 30,000 | 150,000 |
| Abengoa SA Credit Lines | 174,578 | $\sim$ | $\overline{\phantom{a}}$ | 174,578 | ||||
| Abener Energia SA Financing | 16,354 | 19.687 | 29,428 | 41.218 | 4.742 | $\sim$ | 9.753 | 121.182 |
| Instalaciones Inabensa SA Financing | 7,691 | 14,542 | 44,009 | 44,010 | 5,577 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 115,829 |
| Telvent Git & Affiliates | 42.024 | 24.603 | 36.968 | 121,596 | 501 | 526 | 7.193 | 233.411 |
| Remaining Loans | 117,862 | 93,714 | 14,127 | 14.997 | 1,435 | 1.206 | 7,071 | 250,412 |
| Total | 632.757 | 708.716 | 1.436.210 | 360,821 | 42.255 | 31.732 | 54.017 3.266.508 |
The exposure of the Group to movements in interest rates and the dates at which prices are revised is specified in Note 9 on the management of financial risks. The fair value of the current third-party loans is equal to their book value, given that the discounting impact of is insignificant. The fair value is based on discounted cash flows, applying a discount rate being that of the third-party loan.
The balance of interest accrued which has vet to fall due is $£15,413$ thousand as of 2010 $(E1,706)$ $\mathsf{d}$ ) thousand in 2009) and which is included under "Short-term borrowings".
- Real estate pledged against mortgages corporate financing as of December 31, 2010 is not significant. $\epsilon$ )
- $f$ ) The average interest rates associated with the debt facilities reflect normal levels in each of the regions and areas in which the facility was agreed upon.
- The financing average cost with financial enities during 2010 was 3.84%. $\alpha$ )
16.3. Notes and bonds
Notes and bonds are expected to be cancelled according to the following schedule:
| Concept | 2014 | 2015 | نـ2016 | 2017 |
|---|---|---|---|---|
| Convertible bonds Abengoa | 200,000 | $\sim$ | $\overline{\phantom{a}}$ | 250,000 |
| Convertible bonds Telvent | $\overline{\phantom{a}}$ | 149.678 | - | |
| Ordinary bonds Abengoa | $\equiv$ | 300,000 | 500,000 | 486,453 |
| Total | 200,000 | 449,678 | 500,000 | 736,453 |
Convertible bonds 2014
On July 24, 2009, Abengoa, S.A. completed the process of issuing Convertible Bonds to qualified investors and institutions in Europe for the amount of €200million, including the right to exercise the option of increasing by €50 million.
In summary, the final terms and conditions of the issuance are as follows:
- The Bonds were issued for two hundred million Euros ( $\epsilon$ 200,000,000) with maturity set at five (5) years. $\mathsf{a}$
- The Bonds will accrue a fixed annual interest of 6.875% payable biannually. $b)$
- The Bonds are exchangeable, at the choice of bondholders, for the Company's existing shares. The $\overline{C}$ bondholders would receive a maximum number of 9,469,697 ordinary shares (equivalent to 10.47% of the Capital Stock) in case they elect to convert the bond and the conversion is settled in ordinary share.
- Pursuant to the Terms and Conditions, the Company may decide to issue Company shares or give the $(d)$ combination of the nominal cash value with shares for the difference, in the event that investors decide to exercise their right of conversion.
- The price of the initial exchange of the Bonds (Exchange Price) is twenty-one Euros and twelve cents of a $e)$ Euro ( $E$ 21.12) for each share of the Company.
As defined in Note 2.18.1, and pursuant to the terms of IAS 32 and 39, the fair value of the liability component of the convertible bonds as of December 31, 2010 amounts to €168,192 thousand (€187,717 thousand in 2009).
In addition, the initial valuation of the component of the liability embedded derivative generated in the issuance of the convertible bonds amounted to €50.461 thousand and at the close of 2009 was valued at €72.911 thousand with an effect in the 2009 Income Statement (see Note 34) for the difference between the two previous values and which amounts to €22,450 thousand. The key data for the model of valuation were the share price, the estimated profitability of the dividend, an envisaged option maturity life, an interest rate and market quota volatility as set out in the table below:
| 12.31.2010 | |
|---|---|
| "Spot Abengoa" Price (euros) | 18,4 |
| "Strike" Price (euros) | 21,1 |
| Maturity | 07.24.2014 |
| Volatility | 34% |
| Number of shares | 9,469,697 |
The total number of shares that bondholders shall receive in the event that they decide to convert the bonds into shares amounts to 9,469,697shares.
On the other hand, in order to provide partial coverage for the liabilities of the previous issuance of convertible bonds for the possible exercise of the option of conversion by the bondholders, the company undersigned call options on June 9 and June 21, 2010 respectively on a total of 4,000,000 of its own shares, executable at €21.125 per share set to mature on July 24, 2014.
These options represent a coverage of around 42% of the bonds generated in the event of conversion; the underlying number of shares in the convertible bond are 9,469,697.
The initial valuation at the moment of the signing surpassed €18,020 thousand of Euros, which was the fair value, calculated through the Black-Scholes model, at the close of the financial year €18,041 thousand (see Note 9), with an impact on the outcome account reaching €21 thousand in financial income (see Note 36).
The key data for the valuation model included the share price, the estimated profitability of the dividend, the envisaged life of maturity, an interest rate and market quota volatility as set forth in the table below:
| 12.31.2010 | |
|---|---|
| "Spot Abengoa" Price (euros) | 18,6 |
| "Strike" Price (euros) | 21,1 |
| Maturity | 07.24.2014 |
| Volatility | 40% |
| Number of shares | 4,000,000 |
Convertible bonds 2017
On February 3, 2010, Abengoa, S.A. completed the process of issuing Convertible Bonds to qualified investors and institutions for the amount of €250 million.
In summary, the final terms and conditions of the issuance are as follows:
The Bonds were issued for two hundred million Euros ( $E$ 250 million) with maturity set at seven (7) years. $a)$
- The Bonds will accrue a fixed annual interest of 4.5% payable annually. $b)$
- The bonds are exchangeable, at the choice of bondholders, for the Company's existing shares. The $\mathsf{C}$ bondholders would receive a maximum number of 8,259,002 ordinary shares in case they elect to convert the bond and the conversion is settled in ordinary share.
Pursuant to the Terms and Conditions, the Company may decide to issue Company shares or give the combination of the nominal cash value with shares for the difference, in the event that investors decide to exercise their right of conversion.
The price of the initial exchange of the Bonds (Exchange Price) is thirty Euros and twenty seven cents of a $(d)$ Euro ( $\epsilon$ 30.27) for each share of the Company; it represents a conversion premium to 32.5% over the reference price (€22.84).
The total number of shares that bondholders shall receive in the event that they decide to convert the bonds into shares amounts to 8,259,002 shares.
As defined in Note 2.18.1, and pursuant to the terms of IAS 32 and 39, the fair value of the liability component of the convertible bonds as of December 31, 2010 amounts to €164,682 thousand.
In addition, the initial valuation of the component of the liability embedded derivative generated in the issuance of the convertible bonds amounted to €81,570 thousand and at the close of 2010, calculated through Black Scholes model, was valued at €59,385 thousand with an effect in the Income Statement (see Note 8) for the difference between the two previous values and which amounts to €22,185 thousand (see Note 36).
The key data for the valuation model included the share price, the estimated profitability of the dividend, an envisaged option maturity lifevencimiento, an interest rate and a market quota volatility as set forth in the table below:
| 12.31.2010 | |
|---|---|
| "Spot Abengoa" Price (euros) | 18,4 |
| "Strike" Price (euros) | 30,3 |
| Maturity | 02.03.2017 |
| Volatility | 34% |
| Number of shares | 82,259,002 |
On the other hand, in order to provide partial coverage for the liabilities of the previous issuance of the convertible bonds for the possible exercise of the conversion option by the bondholders, the company undersigned a call option on July 5 and July 26, 2010 respectively, on the total of 4,000,000 of its own shares, executable at €30.270 per share, set to mature on February 3, 2017.
These options represent a coverage of around 48% of the bonds generated in the event of conversion; the underlying number of shares in the convertible bond are 8,259,002.
The initial valuation at the moment of the signing surpassed $\epsilon$ 25,376 thousands, which was the fair value at the close of the financial year €23,659 thousands (see Note 9), with an impact on the outcome account reaching €1,717 thousands in financial expenses (see Note 36).
The key data for the valuation model included the share price, the estimated profitability of the dividendan envisaged option maturity life, an interest rate and market quota volatility as set forth in the table below:
| 12.31.2010 | |
|---|---|
| "Spot Abengoa" Price (euros) | 18,4 |
| "Strike" Price (euros) | 30,3 |
| Maturity | 02.03.2017 |
| Volatility | 48% |
| Number of shares | 4,000,000 |
Convertible bonds Telvent 2015
On April 19, 2010, Telvent GIT, S.A., completed the process of issuing Convertible Bonds to qualified investors and institutions for the amount of US$ 200 million, including the right to exercise the option of increasing by US$ 25 million, according to the Securities Act of 1933 and its subsequent modifications.
In summary, the final terms and conditions of the issuance are as follows:
- $a)$ The Bonds were issued for two hundred million Euros (US$ 200,000,000) with maturity set at five (5) vears.
- The Bonds will accrue a fixed annual interest of 5.5% payable six-monthly. $h)$
- The Bonds are exchangeable, at the choice of bondholders, for the Telvent GIT, S.A.'s existing shares. $\overline{C}$
Pursuant to the Terms and Conditions, the Company may decide to issue Company shares or give the combination of the nominal cash value with shares for the difference, in the event that investors decide to exercise their right of conversion.
The price of the initial exchange of the Bonds (Exchange Price) is thirty US dolars and eighteen cents of a $(d)$ US dolar (US$ 34.18) for each share of the Company; it represents a conversion premium to 22.5% over the reference price (US$ 27.9).
As defined in Note 2.18.1, and pursuant to the terms of IAS 32 and 39, the fair value of the liability component of the convertible bonds as of December 31, 2010 amounts to US$138,342 (€103,534 thousand)...
In addition, the initial valuation of the component of the liability embedded derivative generated in the issuance of the convertible bonds amounted to US$60.571 ( $€44,861$ thousand) and at the close of 2010, calculated through Black Schole model, was valued at US$ 34,102 (€25.522 thousand) with an effect in the Income Statement (see Note 34) for the difference between the two previous values and which amounts to US$ 26,469 (€19,339 thousand).
The key data for the valuation model included the share price, the estimated profitability of the dividend, the envisaged life of 5 of the option, an interest rate and market quota volatility as set forth in the table below:
| 12.31.2010 | |
|---|---|
| "Spot Abengoa" Price (euros) | 26,4 |
| "Strike" Price (euros) | 34.2 |
| Maturity | 04.15.2015 |
| Volatility | 42% |
| Number of shares | 39,945,800 |
Ordinary bonds Abengoa 2015
On December 1, 2009, Abengoa S.A. completed the process of issuing ordinary Bonds for the amount of €300 million, with maturity set at five (5) years. These Bonds will accrue a fixed annual interest of 9.625% payable six-monthly.
The interest rate of the bonds is set to increase by 1.25% if, by December 1, 2010, they have not received any credit rating from at least two agencies. Since Abengoa S.A. obtained credit rating from three agencies before the aforementioned date, the payable coupon of the bonds remains at 9.625% until the maturity of the bonds.
Said bonds are jointly guaranteed by some subsidiaries of the group.
Ordinary bonds Abengoa 2016
On March 31, 2010, Abengoa S.A. completed the process of issuing ordinary Bonds to qualified investors and institutions in Europe for the amount of €500 million.
In summary, the final terms and conditions of the issuance are as follows:
- The Bonds were issued for three hundred million Euros ( $$500,000,000$ ) with maturity set at six (6) years. $\mathsf{a}$
- The fixed annual payable twice-yearly interest on the Bonds is 8.50% annually. The interest rate of the $b)$ bonds is set to increase by 1.25% if, by December 1, 2010, they have not received any credit rating from at least two agencies. Since Abengoa SA obtained credit rating from three agencies before the aforementioned date, the payable coupon of the bonds remains at 8.5% until the maturity of the bonds.
- $\mathsf{C}$ The bonds are guaranteed jointly by certain subsidiaries of the group.
Ordinary bonds Abengoa 2017
On October 19, 2010, Abengoa Finance, S.A. Unipersonal, a subsidiary of Abengoa, S.A., completed the process of placing a ordinary bond issue for 650 million USD among qualified and institutional investors in accordance with Rule 144A of the Securities Act of 1933 and subsequent amendments thereto.
In summary, the terms and conditions of the issue that were established definitively are:
- The bond issue is for an amount of six hundred and fifty milion United States dollars and matures at seven a) (7) years.
- b) The bonds will accrue fixed annual interest of 8.875%, payable every six months.
- The bonds are jointly and severally quaranteed by Abengoa, S.A. and certain group subsidiaries. $\left( \begin{matrix} \cdot & \cdot \ \cdot & \cdot \end{matrix} \right)$
16.4. Obligation under financial leasing
Finance lease creditors as of the end of 2010 and 2009 were:
| Finance Lease | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Present values of future payments for finance lease | 52,743 | 51,842 |
| Liabilities: minimum payments for finance lease: | ||
| From 1 to 5 years | 43,283 | 51,373 |
| More than 5 years | 10,709 | 1,198 |
| Net book value: | ||
| Technical Installations and Machinery | 72,874 | 60,507 |
| Other tangible assets | 21,579 | 12,732 |
16.5. Other loans and borrowings
"Other loans and borrowings" includes Sale and Lease back arrangements entered into by a subsidiary of Abengoa Bioenergy Corporation for €20,418 M at the close of the 2010 financial year.
In accordance with the accounting treatment adopted, and despite compliance with the mathematical requirements of comparable standards, as well as criteria in relation to negotiations with the financial entities, and in spite of having transferred 100% of the assets at these facilities, the assets in question remain within fixed assets on the consolidated Statement of Financial Position at their net book value.
While, the operation was undertaken through the ABC subsidiary for operating purposes, from a consolidated Group perspective the transactions imply the transfer of the asset and a commitment to make regular payments over a set period of time. In this sense, Abengoa is committed to future rental payments over the next years, so as to continue operations within these premises, as well as ensuring the maintenance of the plants in good operational condition and remaining as the plant operator should the purchase option not be exercised.
The entity has the option, under no obligation to exercise the option, to repurchase the facilities during a fixed period or at the end of the term at market price. If ABC or the Abengoa Group decides not to exercise the option, the Group is obliged to comply with a solution by the lesser in which the latter is able to dispose of or transfer the assets to third parties or another form of management.
Management considers that not classifying these leases as financial would show an accurate image of the financial position of the company and the consolidated group, taking into consideration its business strategy, the reasoning used in the transaction by the financial institutions and especially the lack of commitments by the company to exercise the purchasing option of the assets and the fact that it cannot be presumed according to the operation conditions that there are no reasonable doubts of whether the said operation will be exercised.
Also classified under "Other External Resources" are long- and short-term amounts payable to official entities (the Ministry of Industry and Energy, among others) relating to the repayment of no-interest loans and grants provided for R&D projects. At the end of 2010 such balances amounted to €13,967 thousand (€13,531 thousand in 2009).
Note 17.- Grants and Other Liabilities
Grants and Other Liabilities as of December 31, 2010 and 2009 are shown in the following table:
| Concept | Balances as of12.31.10 | Balances as of12.31.09 |
|---|---|---|
| grants | 56,818 | 53,460 |
| Suppliers of non-current assets | 3,184 | 2,901 |
| LT Trade payables | 111,400 | 80,874 |
| Grants and other liabilities non-current | 171,402 | 137,235 |
Note 18.- Trade Payables and Other Current Liabilities
18.1. Trade Payable and Other Current Liabilities as of the close of 2010 and 2009 are shown in the following table:
| Item | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Trade suppliers | 2,854,605 | 2,415,899 |
| Creditors for services | 824,364 | 610,543 |
| Down payments from clients | 539,355 | 419,294 |
| Remuneration pending payment | 52,965 | 39,839 |
| Suppliers of intangible assets | 295,329 | 217,478 |
| Purchase commitment | 116,839 | |
| Other accounts payable | 47,365 | 117,677 |
| Total | 4.730.822 | 3,820,730 |
- 18.2. The There is no significant effect on the fair values of Trade Payables and Other Current Liabilities. Nominal values are considered to approximate fair values and the effect of discounting them is not significant.
- 18.3. The table above includes amounts payable of €651 million at December 31, 2010 (€563 million in 2009) being 'Confirming without recourse" relating to various such agreements entered into with a number of financial entities in which the Group receives "confirming" services to thereby bring forward the timing of cash receipts from receivables. There are deposit guarantees for an amount of €262 million (€225 million in 2009) over said amount itemized under the "Financial accounts receivable" heading of the Statement of Financial Position.
- 18.4. Details on supplier maturities are provided in the following table:
| Maturity | 2010 | 2009 |
|---|---|---|
| Up to 3 months | 1,070,056 | 1,108,852 |
| Between 3 and 6 months | 1,407,714 | 1,102,265 |
| Over 6 months | 376,835 | 204,782 |
| Total | 2,854,605 | 2,415,899 |
18.5. In accordance with the Resolution of the Instituto de Contabilidad y Auditoría de Cuentas of December 29,2010 on the information to be included in the annual financial statements in relation to delays in payments to suppliers in commercial transactions, companies located in Spain that formulate individual and consolidated financial statements must expressly publish the information on payment terms to their suppliers in the notes to their annual financial statements.
The duty of information affects commercial payment operations. That is, to the trade payables included under the heading of current liabilities of the balance sheets, therefore, the rule leaves out of its target field of application those creditors or suppliers that do not satisfy this condition, such as suppliers of fixed assets or finance lease creditors.
In the first year to which this Resolution is applicable, the companies must disclose solely information on the amount of the outstanding balance payable to the suppliers that, at the year end, accumulates a delay that is longer than the legal payment period. Additionally, in the financial statements for the first year, comparative information on this new obligation is not presented.
The information in the consolidated financial statements refers to suppliers of the Group as a single reporting entity, after reciprocal credits and debits of subsidiaries and, if applicable, those of multi-group companies have been eliminated in accordance with the provisions of the applicable consolidation rules, together with those of suppliers related with the construction of own assets.
| Maturity | 2010 |
|---|---|
| Up to 85 days | 1,818,640 |
| Between 85-180 days | 50,311 |
| Over 180 days | 17,358 |
| Total | 1,886,309 |
According to the foregoing, taking into account the fact that, in general, the payment system used by Abengoa is the financial format of confirmed payment through financial institutions under contracts signed with several financial institutions, at the end of the 2010 reporting period, the outstanding balances payable to suppliers do not accumulatea payment delay longer than the legal payment term.
18.6. The heading Purchase commitment corresponds entirely to the deferred payment of the acquisition of the remaining 49% shares of the companies NTE and STE (see Note 2.2.a).
Note 19.- Provisions and Contingencies
19.1. Provisions for other liabilities and charges
The following table shows the movement of the non-current heading of "Provisions for Other Liabilities and Expenses" for the years 2010 and 2009:
| Concept | Taxes | Liabilities | Dismantling | Total |
|---|---|---|---|---|
| Balance as of 01.01.09 | 50,755 | 96,101 | 11,045 | 157,901 |
| Increases (expenses) | 5,656 | 10,556 | 165 | 16,377 |
| Decreases (income) | (6, 559) | (40, 054) | (46, 613) | |
| Translation differences | 3,005 | 459 | 32 | 3,496 |
| Changes in consolidation | ||||
| Reclassifications | (862) | 2,391 | 142 | 1,671 |
| Transfer to Continued operations | 2,279 | 360 | 2,639 | |
| Other movements | ||||
| Balance as of 12.31.09 | 54,274 | 69,813 | 11,384 | 135,471 |
| Increases (expenses) | 5,971 | 7,797 | 324 | 14,092 |
| Decreases (income) | (5, 107) | (4,869) | (1,526) | (11,502) |
| Translation differences | 3,005 | 459 | 32 | 3,496 |
| Changes in consolidation | 198 | 356 | 554 | |
| Reclassifications | (1,823) | 5,289 | 8,212 | 11,678 |
| Transfer to Continued operations | ||||
| Other movements | ||||
| Balance as of 12.31.10 | 56,518 | 78,845 | 18,426 | 153,789 |
The most significant variations occurring in the 2010 financial year is mainly for the increase as result of obtaining an amount of €14 Million during the financial year with the aim of providing the hedgings necessary for tax risks, liabilities and main dismantlings relating to Industrial Engineering and Construction activities, Bioenergy and Environmental Services respectively and for the decrease caused by the reverting of reserves amounting to €12 Million provided in previous financial years since its reverting was advisable given current classification as remote contingent liabilities or since the risk for which it was set up had materialized.
The most significant variations occurring in the 2009 financial year are mainly for the increase as result of obtaining an amount of €16 Million during the financial year with the aim of providing the hedgings necessary for tax risks and liabilities mainly relating to Industrial Engineering and Construction activities, Bioenergy and Environmental Services respectively and for the decrease caused by the reverting of reserves amounting to $647$ Million provided in previous financial years since its reverting was advisable given current classification as remote contingent liabilities or since the risk for which it was set up had materialized.
Provision for tax and legal contingencies
This provision represents the Group's best estimates in connection with risks relating to tax contingencies arising during the normal course of the Group's business, fundamentally in Latin America, when it is considered probable that there will be an outflow of resources in the medium or long term (which has been estimated .being comprised in a period between 2 to 5 years or over 5 years), although the development of the contingencies and the new facts and circumstances that may arise overtime could change such estimated settlement period.
There are also provisions recorded by Group companies in relation with court rulings and unfavorable tax inspections that are under appeal but have not be resolved, yet. For these tax disputes the Group considers that it is probable that there will be an outflow of resources in the medium term (between 2 and 5 years).
Provision for liabilities
This provision includes the Group's best estimates of probable cash outflows in connection with litigation, arbitration and claims in progress in which the various group companies are defendants as a result of the activities they carry out. Management considers that these liabilities will likely be settled in the medium or long term (which has been estimated being comprised in a period between 2 to 5 years).
Dismantling provision
This provision is intended to cover future expenditures related to the dismantlement of the solar and environmental plants and those expenses deriving from the sealing and closing of waste safety deposits that are operated by several companies in the Environmental Services segment.
19.2. Contingencies
As of December 31, 2010 Abengoa and its Group of companies are involved in certain claims and litigations both against and in their favor. Such matters arise during the Group's normal course of business and represent the technical and economic claims that the contractual parties tipically invoke.
We have briefly summarized below the most significant of these proceedings:
In May 2000, Abengoa Puerto Rico S.E., a subsidiary of Abengoa S.A, brought a lawsuit against the Electricity Power Authority (Autoridad de Energía Eléctrica, "AEE") of Puerto Rico and terminated the agreement that both parties had entered into in relation to an EPC project for the construction of an electricity power station in Puerto Rico, in which the AEE was the Principal Contractor. The referred lawsuit contained different claims such as, inter alia, withholding payments, default invoices, loss of future profits damages and several other costs, which tentatively amounted to $40,000,000.
As a reaction to the lawsuit brought by Abengoa Puerto Rico, S.E., the AEE brought a counterclaim based on the agreement against Abengoa Puerto Rico, S.E. and, at the same time, brought an additional lawsuit for the same amount against Abengoa and its insurer, American International Insurance Co. of Puerto Rico. The amount claimed by the AEE is approximately $450,000,000. We believe this litigation will be resolved in the short term and we do not consider it a probable obligation to be recognized as a liability in the financial accounts.
- On June 8, 2010 a former employee in our Information Technologies business brought a suit against the Information Technologies business and certain of its employees before a court in New York alleging the violation by Telvent of provisions of the Sarbanes-Oxley Act. On June 30, 2010 we responded to the suit and it is currently in the oral hearings phase which could last from six to nine months.
- In March 2009, ASA Bioenergy Holding A.G. ("ASA") filed an arbitration claim before the International Court of Arbitration of the International Chamber of Commerce in New York, United States against Mr. Adriano Gianetti Dedini Ometto and Adriano Ometto Agrícola Ltda. in connection with indemnity claims for certain breaches by Mr. Adriano Gianetti Dedini Ometto and Adriano Ometto Agrícola Ltda. of a share purchase agreement, dated August 4, 2007 (the "SPA") relating to the shares of Adriano Ometto Participações Ltda. The claims amount to $22.2 million. A counterclaim has been lodged by Mr. Adriano Gianetti Dedini Ometto and Adriano Ometto Agrícola Ltda. against ASA, Abengoa Bioenergia São Luiz S.A., Abengoa Bioenergia São J João Ltda., Abengoa Bioenergia Santa Fé Ltda. and Abengoa Bioenergia Agrícola Ltda $9.4 M.
In August 2009, ASA filed an arbitration claim before the International Court of Arbitration of the International Chamber of Commerce in New York, United States against Mr. Adriano Gianetti Dedini Ometto and Adriano Ometto Agricola Ltda. In connection with an indemnity claim for certain breaches by Mr. Adriano Gianetti Dedini Ometto and Adriano Ometto Agrícola Ltda. of the SPA. The indemnity claims an aggregate amount of R$207.1 million and $70 million. Such claim was subsequently counterclaimed by Mr. Adriano Gianetti Dedini Ometto and Adriano Ometto Agrícola Ltda. against ASA, Abengoa Bioenergia São o Luiz S.A., Abengoa Bioenergia SãoJoão Ltda., Abengoa Bioenergia Santa Fé Ltda. and Abengoa Bioenergia Agrícola Ltda amounting to US$ 6.7Million and R$14Million.
Abengoa's Management considers that this legal dispute does not create liabilities subject to an accounting recognition.
Abengoa, S.A. has initiated an arbitration procedure before the CIADI arbitration court in Washington, D.C. against the Mexican State for an alleged breach of the international treaty between Mexico and Spain for the reciprocal protection of investments. The arbitration procedure is in its early stages and concerns the nonrenewal of a license for an industrial waste landfill plant in Mexico. This claim provisionally amounts to $96 million plus interest.Abengoa's management considers that there is ground to expect a favourable resolution to the interests of the company, which would lead the company to recoup the assets cost and interest on.
Note 20.- Third-Party Guarantees and Commitments
20.1. Third-Party Guarantees
At the 2010 year-end the overall value of guarantees deposited third parties was €1,225,989 thousand (€1,150,886 thousand in 2009), relating to guarantees for customers, financial entities, public bodies and other third parties.
Additionally, there are quarantees provided amongst certain Group companies related with financing operations with financial entities (excluding the syndicated loan with Abengoa, S.A. as commented in Note 16) for the amount of €2,783,920 thousand (€2,188,688 thousand in 2009), with €1,486,118 thousand (€1,334,393 thousand in 2009) relating to operations outside of Spain, being both overseas entities as well as Spanish entities with overseas operations.
20.2. Third-Party Commitments
Third-party commitments(in thousands of euros) are set out below:
| Total | To one year | Between oneand three years | Between threeand five years | Subsequent | |
|---|---|---|---|---|---|
| Loans with Credit Institutions | 7.316.618 | 1.124.896 | 2,813,849 | 1,029,151 | 2,348,722 |
| Notes and Bonds | 1,723,317 | 32,501 | 103.534 | 451.892 | 1,135,390 |
| Liabilities due to Financial Leases | 52.743 | 16.493 | 18,983 | 6.578 | 10.689 |
| Other loans and borrowings | 119,029 | 38,147 | 37,798 | 19,200 | 23,884 |
| Operating Leases obligations | 28,702 | 8.788 | 13.239 | 4,539 | 2.136 |
| Purchase Commitments | 1,696,935 | 1,366,658 | 330.277 | $\overline{\phantom{a}}$ | |
| Accrued Interest Estimate during the Useful Life of Loans | 2,331,195 | 288,764 | 609,465 | 519,602 | 913,364 |
Note 21.- Tax Situation
21.1 Application of rules and tax groups in 2010
Abengoa, S.A. and 280 and 276 consolidated subsidiaries (see Appendixes V and X of these Consolidated Financial Statements) filed income taxes in 2010 and 2009, respectively, following the rules for tax consolidation in Spain under the "Special Regime for Tax Consolidation" Number 2/97. The main consequence of being taxed as a group is that companies do not pay taxes individually but as a consolidated group, whereby the parent company is responsible for the tax obligations of the consolidated subsidiaries.
Telvent GIT, S.A. and 14 and 12 consolidated subsidiaries (See Appendixes V and X of these Consolidated Financial Statements) filed income taxes in 2010 and 2009, respectively, under "Companies taxed under the Special Regime for Tax Consolidation" Number 231/05.
Proyectos de Inversiones Medioambientales, S.L. and 11 consolidated subsidiaries (see Appendixes V and X of these Consolidated Financial Statements) filed taxes in 2010 and 2009 under "Special Regime 13/05/B of the Basque Country for Tax Consolidation".
Befesa Reciclaje de Residuos de Aluminio, S.L. and other consolidated subsidiary (see Appendix V and X to this Report) filed taxes under "Special Regime of Tax Consolidation of the Biscay Tax Regulation", Number 01/03/B.
The remaining Spanish and overseas companies that make up the Group file taxes on a stand alone basis under the tax regime of the applicable jurisdiction.
The applicable law for the payment of corporate income tax in the Historic Territory of Biscay is Provincial Law 3/1996 of June 26, as amended by Provincial Law 6/2007 of 27 March, which is in force, although various appeals have been filed against it. The Court of Justice of the European Communities ruled, and the High Court of Justice of the Basque Country dismissed several appeals of the Company in December 2008 against the Foral Law. The appeals have been filed at the Supreme Court against the High Court of Justice of the Basque Country decision. At the date of these Consolidated Financial Statements, the appeals against the Foral Law continue to be pending.
The Directors of the companies that make up Befesa have calculated the amounts corresponding to this tax for 2010, and for the years they have open to inspection in accordance with the provincial laws and regulations in force at the end of each year, and consider that the final outcome of the various legal proceedings and appeals filed in this respect will not have a significant impact on these Consolidated Financial Statements taken as a whole.
In order to calculate the taxable income of the consolidated tax Group and the consolidated entities individually, the accounting profit is adjusted for temporary and permanent differences. At each Income Statement date, a current tax asset or liability is recorded, representing income taxes currently refundable or payable. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes, as determined under enacted tax laws and rates.
Income tax payable is the result of applying the applicable tax rate in force to each tax-paying entity, in accordance with the tax laws in force in the territory and/or country in which the entity is registered. Additionally, tax deductions and credits are available to certain entities, primarily relating to inter-company trades and tax treaties between various countries to prevent double taxation. Certain entities taxed under special regimes may receive given tax breaks and deductions due to the nature of their main commercial activity.
At the date of preparation of these Consolidated Financial Statements, a tax audit of the consolidated tax group is open without having received any tax adjustment proposal. Administrators estimate that although the possible interpretations of existing tax law could indicate additional liabilities as a result of this inspection, they would not significantly affect these Consolidated Financial Statements. This estimation is based on the best available information and circumstances at December 31, 2010 and 2009, being unable to predict with certainty what will be the final outcome of the inspection.
21.2. Deferred tax assets and liabilities
Annual Report 2010
The analysis of deferred tax assets and deferred tax liabilities is as follows:
| Concept | Balance as of31.12.10 | Balance as of31.12.09 |
|---|---|---|
| Tax Credits for Tax Loss Carryforwards | 305,253 | 145,056 |
| Tax Credits for Deductions Pending Application | ||
| Tax Credits for Exports | 218,592 | 145,006 |
| Tax Credits for Research & Development | 61,750 | 76,911 |
| Other Deductions | 82,345 | 41,400 |
| Temporary differences | ||
| Provisions | 22,500 | 12,467 |
| Impairments | 12,950 | 15,598 |
| Transactions not Involving Third Parties | 18,008 | 29,196 |
| Share Based Payments Plan | 6,726 | 5,572 |
| Derivative Financial Instruments | 61,241 | 69,125 |
| Unrealized Exchange Differences | 59,833 | 36,410 |
| Others | 36,468 | 95,347 |
| Total Deferred Tax Assets | 885,666 | 672,088 |
| Concept | Balance as of31.12.10 | Balance as of31.12.09 |
|---|---|---|
| Business Combination | 106,494 | 99.214 |
| Accelerated Tax Amortization | 44,243 | 38,964 |
| Goodwill | 40.242 | 20,903 |
| Unrealized Exchange Differences | 40,956 | 42.725 |
| Others | 80,336 | 44.919 |
| Total Deferred Tax Liabilities | 312.271 | 246.725 |
The Company has recognized Spanish government incentives for export activities calculated as a percentage of investments which are effectively made in the acquisition of interest in foreign companies or the incorporation of subsidiaries established abroad. This percentage, which was initially at 25% is being gradually reduced since 2007 to reach 3% in 2010. To benefit from this tax credit, among other requirements, the acquisition or incorporation of companies must be directly related to the export of services and solutions from Spain.
In accordance with the Tax Laws governing Spanish companies on the export deductions (DAEX) because of export-related activities, and after the comprehensive analysis done in previous financial years on documents supporting claims to the right to DAEX deductions, the Group has claimed a 2008 tax deduction of €287 million (for 2008 and prior periods export deductions) resulting in the recognition of a deferred tax asset of €218 million and €145 million in 2010 and 2009 respectively, as the amount probable of recovery.
The DAEX export tax deduction meets the definition of an investment tax credit, which is not specifically in the scope of IAS 12 or IAS 20. Both paragraph 4 of IAS 12 (which considers the accounting treatment of corporate tax), as well as IAS 20 (which considers the accounting treatment of government grants in paragraph 2.b) exclude from their scope the accounting treatment of investment tax credits. IAS 20.19 indicates the possibility that there may exist the concept of a grant in certain tax packages with certain characteristics of "investment tax credits" and recognizes that on occasions it is difficult to distinguish whether the underlying components of an economic transaction are grants.
In order to determine if the DAEX export tax is within the scope of IAS 12 or IAS 20, the Company analyzes each investment on a case-by-case basis to determine if treatment as a government grant under IAS 20 or as a tax under IAS 12 is appropriate. The result is that DAEX export tax deductions are considered government grants under IAS 20 where the deduction is directly fundamental to the decision to make an investment in an asset. In all other cases the DAEX export tax deduction is considered to be to be a tax under the scope of IFRIC 12. This policy of reviewing each investment individually is applied consistently for all export tax deductions under the DAEX program of the Spanish Company Tax Law (LIS).
The movements in deferred tax assets and liabilities during 2010 and 2009 were as follows:
| Deferred tax assets | Amount |
|---|---|
| As of December 31, 2008 | 409,299 |
| Increase / Decrease through the Income Statement | 97,762 |
| Increase / Decrease through Other Comprehensive Income | 58,470 |
| Variations in the Consolidation perimeter, Reclassifications & Exchange Rates | 88,706 |
| Other Movements for Operating Results | 17,851 |
| As of December 31, 2009 | 672,088 |
| Increase / Decrease through the Income Statement | 78,587 |
| Increase / Decrease through Other Comprehensive Income | 24,604 |
| Variations in the Consolidation perimeter, Reclassifications & Exchange Rates | 37,096 |
| Other Movements for Operating Results (DAEX) | 73,291 |
| As of December 31, 2010 | 885,666 |
| Deferred tax liabilities | Amount |
|---|---|
| As of December 31, 2008 | 123,432 |
| Increase / Decrease through the Income Statement | 104,079 |
| Increase / Decrease through Other Comprehensive Income | 8,033 |
| Variations in the Consolidation perimeter, Reclassifications & Exchange Rates | 11,181 |
| As of December 31, 2009 | 246,725 |
| Increase / Decrease through the Income Statement | 69,017 |
| Increase / Decrease through Other Comprehensive Income | 7.726 |
| Variations in the Consolidation perimeter, Reclassifications & Exchange Rates | (11, 197) |
| As of December 31, 2010 | 312.271 |
21.3. Income tax
Details regarding income tax at the end of 2010 and 2009 are as follows:
| Item | Amount as of12.31.10 | Amount as of 12.31.09 |
|---|---|---|
| Current tax | (9.129) | (51.741) |
| Deferred Tax | 9570 | (6.317) |
| Total Corporate Income Tax | 441 | (58.058) |
The reconciliation between the theoretical tax expense and the actual tax expense for 2010 and 2009 is set out in the following table:
| Concept | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Consolidated Profit Before Tax | 262,870 | 260,796 |
| Regulatory Tax Rate | 30% | 30% |
| Corporate Income Tax at RegulatoryTax Rate | (78, 861) | (78, 239) |
| Income Tax of Associates, net | 2,852 | 3,374 |
| Non-Taxable Income/Expense | 64,693 | 21,472 |
| Differences in Foreign Tax Rates | 11,757 | (4,665) |
| Corporate Income Tax | 441 | (58.058) |
The following may be highlighted in relation to Non-Taxable Income/Expense:
- The effort and dedication to the research and development activities undertaken by Abengoa over recent years have contributed to the generation of important tax deductions and the application of the tax incentive for granting the use of intangible assets as specified in Article 23 of the Revised Text of the Spanish Income Tax Act.
- The increase in the exporting activity undertaken by Abengoa over recent years enhanced the generation of a significant amount both in export-related tax deductions as the generation of income not subject to taxation by applying other tax incentives.
Note 22.- Share Capital
As of December 31, 2010 and 2009 the company's share capital totaled €22,617,420, made up of 90,469,680 ordinary shares of a single class, all with equal voting and economical rights.
All shares are listed on the stock exchanges of Madrid, Barcelona and the Network Stock Exchange System (Sistema de Interconexión Bursátil SIB) (a continuous stock market) since November 29, 1996.
In accordance with notifications received by the company and in compliance with reporting requirements to communicate shareholding percentages and the information received from relevant parties, shareholders with a significant holding as of December 31, 2010 and 2009 are as follows:
| Shareholders | Share % |
|---|---|
| Inversión Corporativa IC, S.A. (*) | 50 |
| Finarpisa, $S.A.$ $(*)$ | 6,041 |
| BNP Paribas, S.A. | 3,116 |
(*) Inversión Corporativa Group.
The Abengoa, S.A. Ordinary Shareholders Meeting of April 11, 2010, authorized the Board of Directors to:
- Increase the share capital, one or more times, up to €11,308,710 Euros, being 50% of the issued shares at the $1.$ time of authorization, over a period of 5 years.
- $21$ Authorize the issuance of simple or convertible and/or exchangeable bonds, warrants and other negotiable securities, including, where appropriate, the exclusion of preemptive rights. The Board of Directors may use said authorization on one or more occasions for a maximum period of 5 years.
- $\overline{3}$ . Agree to the issuance of other titles which recognize or create debt or increase capital, within the applicable legal limits in each case.
- $4.$ Indirectly acquire treasury shares, within legal limits, at a price of between €6 and €60 per share within a period of up to 18 months.
The Extraordinary Shareholders Meeting for Abengoa dated October 16, 2005 authorized the Board of Directors to approve and enter into a Share Purchase Plan for the Executives of the Group (from here on "the Plan"), which includes directors of the business groups, directors of business units, key R&D and technical managers responsible for corporate services. The plan is open to all those executives across all subsidiaries and business groups, present or future, who voluntarily wishes to join the scheme, excluding the Board of Directors of Abengoa. Those participating will have access to a bank loan so as to fund the purchase of Abengoa's shares at market price, complying with article 81.2 of the Law on Public Limited Companies. The loan, in aggregate, is up to €87 million with a 5-year maturity term. The number of Abengoa's shares which may be purchased is up to 3,200,000, accounting for 3.53% of the total share capital of the company (see Note 2.20). The Plan was implemented in February 2006.
Note 23.- Parent Company Reserves
23.1. The following table shows the amounts and movements of the Parent Company Reserves in 2010 and 2009:
| Concept | Balance as of12.31.09 | Distribution of2009 Profits | Other Movements | Balance as of12.31.10 |
|---|---|---|---|---|
| Share Premium | 10,009 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 110,009 |
| Revaluation Reserve | 3.679 | $\overline{\phantom{a}}$ | 3,679 | |
| Other Reserves of the Parent Company: | ||||
| - Unrestricted Reserves | 173,991 | 31,800 | (2,075) | 203,716 |
| - Legal Reserves | 4,607 | $\overline{\phantom{a}}$ | 4,607 | |
| Total of Reserves | 292,286 | 31,800 | (2,075) | 322,011 |
| Concept | Balance as of12.31.08 | Distribution of2008 Profits | Other Movements | Balance as of12.31.09 |
|---|---|---|---|---|
| Share Premium | 110,009 | $\sim$ | 110,009 | |
| Revaluation Reserve | 3.679 | $\sim$ | 3,679 | |
| Other Reserves of the Parent Company: | ||||
| - Unrestricted Reserves | 110,239 | 39,415 | 24,337 | 173,991 |
| - Legal Reserves | 4,607 | $\sim$ | 4,607 | |
| Total of Reserves | 228,534 | 39,415 | 24,337 | 292,286 |
The amount corresponding to "Other Movements" for 2010 and 2009 is part of operations carried out with treasury shares.
The Legal Reserve has been created in accordance with Article 274 of the Law on Public Limited Companies, which states that in all cases an amount of at least 10% of the earnings for the period will be allocated to this reserve until at least 20% of the share capital is achieved and maintained. The Legal Reserve may not be distributed and, if used to compensate losses in the event that there are no other reserves available to do so, it should be replenished from future profits.
23.2. On November 19, 2007, the company entered into an agreement with Santander Investment Bolsa, S.V. (liquidity agreement) for the purpose of backing the liquidity of the transactions with shares, the regularity in trading and the avoidance of variations caused by any factor other than the market trend, without interfering in the normal development of the market and in strict compliance with the Stock Market Regulations. Although said agreement fails to meet the conditions set forth in CNMV Circular 3/2007 of December 19, Abengoa has ensured voluntary compliance with the information requirements of set forth in Circular 3/2007. The CNMV has always been informed of the operations carried out under this agreement on a quarterly basis and these operations have always been published on the company's website.
As of December 31, 2010 treasury stock under the liquidity agreementamounted to 225,250 shares (145,455 shares in 2009).
Regarding the operations carried out during the year, the number of treasury stock purchased amounted to 10,276,598 shares (14,704,779 shares in 2009) and treasury stock transferred amounted to 10,196,803 shares (16,754,272 shares in 2009), with a gain of €-1,144 thousand recognized in equity (€776 thousand in 2009).
$23.3$ . The proposed distribution of 2010 and 2009 profits and other reserves of the Parent Company as approved by the General Shareholders Meetings, is set out in the following table:
| Distribution Bases | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Profit for the year | 111,118 | 48,989 |
| 111,118 | 48,989 | |
| Distribution | Amount as of12.31.10 | Amount as of12.31.09 |
| Unrestricted Reserves | 93,024 | 31,800 |
| Dividends | 18,094 | 17.189 |
Note 24.- Other Reserves
Other Reserves include the impact upon reserves of the valuation of derivative instruments, investments available for sale at the end of the year.
The following table shows the balances and movements of Other Reserves by item for and between 2010 and 2009:
| Concept | Hedging Reserves | Inv. Available-for-Sale Reserves | Stock OptionsScheme | Total |
|---|---|---|---|---|
| Balance as of December 31, 2009 | (82, 338) | 1.185 | $\sim$ | (81, 153) |
| - Gains/ (losses) on fair value for the year | (82,590) | 1.207 | - | (81, 383) |
| - Transfer to profit and loss | 35.744 | (59) | $\sim$ | 35,685 |
| - Taxes on fair value gains/ (losses) | 15,206 | 18 | - | 15,224 |
| - Transfers between Other reserves and Retained Earnings | 12,695 | (15) | $\sim$ | 12,680 |
| Balance as of December 31, 2010 | (101, 283) | 2.336 | (98, 947) |
| Concept | Hedging Reserves | Inv. Available-for-Sale Reserves | Stock OptionsScheme | Total |
|---|---|---|---|---|
| Balance as of December 31, 2008 | 16,007 | (4,380) | (9.527) | 2,100 |
| - Gains/ (losses) on fair value for the year | (150, 288) | 3,364 | (146, 924) | |
| - Transfer to profit and loss | (2.512) | 2,978 | 466 | |
| - Taxes on fair value gains/ (losses) | 51,491 | (854) | 50,637 | |
| - Transfers between Other reserves and Retained Earnings | 2.964 | 9.527 | 12,568 | |
| Balance as of December 31, 2009 | (82, 338) | 1,185 | (81, 153) |
For further information on hedging activities, see Note 11.
Note 25.- Translation Differences
25.1. The amount of the translation differences for fully and proportionally consolidated companies and associates at the end of 2010 and 2009 is as follows:
| Concept | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Translation differences: | ||
| - Fully and proportionally consolidated companies | 265,041 | 31,660 |
| - Associated entities | 1.455 | 2.778 |
| Total | 266,496 | 34,438 |
25.2. Details regarding translation differences for companies consolidated under the full and proportionate consolidation methods and under the equity method at the close of the 2010 and 2009 fiscal years are as follows:
| Full and proportionate Consolidation | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Abacus Project Management, Inc. | (420) | |
| Abencasa-Abengoa Comer. y Administraçao, S.A. | 556 | 563 |
| Abencs | (158) | (1,922) |
| Abener Energia El Sauz, S.A. de C.V.Abengoa Bioenergía Sao Paulo | (390)124,815 | (705)38,734 |
| Abengoa Bioenergy Corporation | (20, 926) | (25, 512) |
| Abengoa Bioenergy Maple, LLC | (5, 147) | (2,386) |
| Abengoa Bioenergy Meramec Renewable, Inc. | 1,625 | (1,466) |
| Abengoa Bioenergy New Technologies, Inc | (1,468) | (568) |
| Abengoa Bioenergy of Illinois, LLCAbengoa Bioenergy of Indiana, LLC | 8,6677,726 | 986(393) |
| Abengoa Bioenergy Operations, LLC | (2,310) | (4,098) |
| Abengoa Bioenergy UK Limited | (5, 775) | (6,093) |
| Abengoa Bioenergy US Holding, Inc. | 3,587 | 3,236 |
| Abengoa Bionergy Trading US, LLCAbengoa Brasil, Ltda. | 1,247(14, 278) | (95)(8,649) |
| Abengoa Chile, S.A. | 3,623 | 2,365 |
| Abengoa Cogeneración Tabasco, S. de R.L. de C.V. | (1,429) | |
| Abengoa Concessoes Brasil Holding | (21, 882) | (7,064) |
| Abengoa México, S.A. de C.V. | (36) | (1,646) |
| Abengoa Perú, S.A.Abengoa Solar Inc. | 720(4,335) | (287)(10, 018) |
| Abengoa Transmisión Norte S.A. (ATN) | 7,516 | (4, 162) |
| Abenor, S.A. | 1,156 | 1,156 |
| Abenta Construçao Brasil Ltda | 780 | |
| Abentey Brasil, Lda | (539) | |
| Aguas de Skikda | (353) | (571) |
| Asa Bioenergy Holding, AGAsa Bioenergy of Nebraska, LLC | 935(5.059) | 516(7, 192) |
| Asa E.& E.H., AG | 442 | 6,329 |
| Asa Investment AG | (1,702) | (1,898) |
| ATE Il Transmissora de Energia, S.A. | 52,682 | 21,146 |
| ATE III Transm. Energía, S.A. | 28.699 | 8.619 |
| ATE Transsmisora de Energía, S.A.ATE VII | 32,4165,797 | 16,8402,372 |
| Bargoa, S.A. | (2,629) | (1,703) |
| Befesa Argentina, S.A. | (10, 706) | (1,577) |
| Befesa México, S.A. de C.V. | (368) | (421) |
| Befesa Salt Slag Ltd. | (2,239)422 | (453) |
| Befesa Scandust ABBUS Group AG | (828)1,121 | |
| C.D. Puerto San Carlos, S.A. de C.V. | (387) | (387) |
| Campos Novos | 8,118 | 3,229 |
| Construcciones Metálicas Mexicanas, S.A. de C.V. (Comemsa) | (985) | (1,828) |
| DTN, Data Transmission NetworkEnicar Chile, S.A. | (924)(4,001) | (7,052)(4,001) |
| Huepil de Electricidad, S.L. | (333) | (333) |
| Inabensa Rio, Ltda. | 49 | 1,332 |
| Linha Verde Transmisora de Energia S.A | 797 | |
| Londrina Transmissora de Energía | 9,885 | 4,042 |
| Manaus Constructora LtdaMundiland, S.A. | 3271,880 | 1,819 |
| Myah Bahr Honaine, S.P.A. | (617) | (921) |
| NicsaMXP, S.A. de CV | (14) | (451) |
| NTE - Nordeste Transmissora de Energía, S.A. | 28,787 | 10,164 |
| Sao Mateus Transmissora de Energía, ATE IV | 12,576 | 4,962 |
| Servicios de Ingenieria IMA S.A (SDI-IMA)Solar Power Plant One (SPP1) | 600(1, 195) | (2,914) |
| Soluciones Ambientales del Norte Limitada S.A | (506) | $\sim$ |
| STE-Sul Transmissora de Energia, Ltda. | 15,598 | 4,888 |
| Tarefix S.A | 480 | |
| Telvent Brasil, S.A. | 2,108 | 1,692 |
| Telvent Canada, Ltd.Telvent Factory Holding AG | 2,7611.227 | 2,386302 |
| Telvent Farradyne Inc. | (1,980) | (2,230) |
| Telvent Miner & Miner, Inc. | (414) | (1,968) |
| Teyma Abengoa, S.A. | 1,639 | 1,624 |
| Teyma Internacional | 51 | 1,877 |
| Teyma Uruguay HoldingTeyma Uruguay, S.A. | 1,017708 | 102 |
| Other Negatives < 300 thousand de $\epsilon$ | (11, 793) | (1,064)(4,393) |
| Other Positives $> 300$ thousand de $\epsilon$ | 18320 | 6507 |
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| Balance as of 12.31.10 | Balance as of 12.31.09 | |||
|---|---|---|---|---|
| F.C/P.C | E.M. | F.C/P.C | E.M. | |
| Solar | (38, 737) | 651 | (21, 957) | 462 |
| Bioenergy | (10,086) | $\overline{\phantom{m}}$ | (994) | |
| Environmental Services | 186,490 | 5,413 | 145,804 | 4,971 |
| Industrial Engineering and Construction | 326,673 | (3,202) | 157,622 | (3,080) |
| Information Technologies | 42,499 | (46) | 57,754 | (35) |
| Corporative activity and derivates of the consolidation process | (44, 855) | 5,536 | 22,628 | 1,033 |
| Total | 461,984 | 8,352 | 360,857 | 3,351 |
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27.2. Non-controlling interests in 2009 were as follows:
| Company | Balance as of12.31.08 | Other Movements | Attributed Profit.09 | Balance as of12.31.09 |
|---|---|---|---|---|
| AB Bioenergy France, S.A. | 8,916 | 23,182 | (496) | 31,602 |
| Abengoa Bioenergía, S.A. | 7,088 | (791) | (185) | 6,112 |
| Abengoa México, S.A. de C.V. | 1,523 | (33) | 177 | 1,667 |
| Aguas de Skikda | $\equiv$ | 8,943 | 513 | 9,456 |
| ATE XI, Manaus Transmissora de Energía | i. | (156) | (1,538) | (1,694) |
| Befesa Aluminio S.L. | 3,885 | (2,872) | (1, 372) | (359) |
| Befesa Desulfuración, S.A. | 8,559 | (22) | 427 | 8,964 |
| Befesa Medio Ambiente, S.A. | 3,888 | 30 | 19 | 3,937 |
| Befesa Reciclaje de Residuos de Aluminio S.L. | 29,080 | (2,939) | (965) | 25,176 |
| Befesa Salt Slag, Ltd. | (7,053) | 110 | 307 | (6,636) |
| Befesa Servicios S.A. | ÷, | 601 | 48 | 649 |
| Bioetanol Galicia, S.A. | 2,451 | 334 | 1,106 | 3,891 |
| Construcc Metalicas Mexicanas, S.A. De C.V. | 75 | (648) | 37 | (536) |
| Copero Solar Uno-Diez | 339 | $\overline{3}$ | 16 | 358 |
| Ecocarburantes Españoles, S.A. | 1,484 | (13) | 353 | 1,824 |
| Enernova Ayamonte S.A. | (925) | 58 | 48 | (819) |
| Fotovoltaica Solar Sevilla, S.A. | 311 | $\overline{7}$ | 68 | 386 |
| Geida Skikda, S.L. | 5,389 | (8, 877) | (9) | (3, 497) |
| Global Engineering Services LLC. | 343 | (349) | 423 | 417 |
| Helios I Hyperion Energy Investments, S.L. | $\equiv$ | 514 | (2) | 512 |
| Helios II Hyperion Energy Investments, S.L. | ä, | 501 | (13) | 488 |
| Iniciativas Hidroeléctricas, SA (Ihsa) | 1,034 | 49 | 37 | 1,120 |
| Manaus Constructora Ltda. | ä, | 181 | 1,783 | 1,964 |
| Myah Bahr Honaine, S.P.A. | $\sim$ | 8,085 | (41) | 8,044 |
| Nordeste Transmissora de Energía, S.A. | 29,081 | 5,263 | 8,272 | 42,616 |
| Procesos Ecológicos Vilches, S.A. | (1,386) | $\equiv$ | 587 | (799) |
| Procesos Ecológicos, S.A. | 614 | ÷, | 4 | 618 |
| Residuos Ind. De la Madera de Córdoba, S.A. | 342 | (17) | 46 | 371 |
| Shariket Tenes Lilmiyah Spa | $\overline{\phantom{a}}$ | 12,248 | (228) | 12,020 |
| Sol3G | $\equiv$ | (289) | (475) | (764) |
| Solar Power Plant One | 14,429 | 5,795 | ÷, | 20,224 |
| STE-Sul Transmissora de Energía, Ltda. | 15,752 | 3,377 | 3,179 | 22,308 |
| Telvent GIT, S.A. | 98,256 | 48,495 | 10,091 | 156,842 |
| Teyma Construcciones S.A. | 52 | 161 | 332 | 545 |
| Teyma Internacional, S.A. | 289 | (57) | 1,055 | 1,287 |
| Teyma Uruguay Holding S.A. | 351 | 74 | (93) | 332 |
| Other companies of reduced size | 4,810 | (4,886) | 207 | 131 |
| Befesa Consolidated | 11,720 | (133) | 1,436 | 13,023 |
| Bioenergía Consollidated | (2,787) | (1, 103) | (178) | (4,068) |
| Telvent Consolidated | $\equiv$ | 11,738 | 8,627 | 20,365 |
| Intra-group eliminations | (17, 211) | 8,579 | (8, 579) | (9,803) |
| Total | 220,698 | 115,144 | 32,432 | 368,274 |
27.3. The table below lists the Companies external to the Group which have a shareholding equal to or greater than 10% of a subsidiary of the parent company under consolidation:
| Company Shareholding | Partner | Share % |
|---|---|---|
| Abengoa Bioenergy France, S.A. | OCEOL | 30.94 |
| Abenta Construção Brasil Ltda. | Tabocas Participações Empreendimentos, S.A. | 10.00 |
| Aguas de Skikda, SPA. | Sadyt | 49.00 |
| Almadén Solar, S.A. | Sepides/I.D.A.E. | 49.00 |
| Arao Enerxías Eólica, S.L. | Mustallar Enerxías, S.L. | 30.00 |
| ATE XI, Manaus Transmissora de Energía S.A. | Chesf/Eletronorte | 49.50 |
| ATE XIII, Norte Brasil Transmissora de Energía S.A. | Eletrosul/Eletronorte | 49.00 |
| Befesa Desulfuración, S.A. | Fertiberia | 10.00 |
| Befesa Reciclaje de Residuos de Aluminio S.L. | Qualitas | 38.00 |
| Befesa Servicios S.A. | Individuals | 49.00 |
| Befesa Silvermet Turkey, S.L. | Sivermet Inc | 48.99 |
| Befesa Waterbuilt GP, Inc. | Individuals | 49.00 |
| Beijing Blue Shield High & New Tech. Co., Ltd. | Shenzhen Airport Co. Ltd/CVIC | 20.00 |
| Bioetanol Galicia Novas Tecnoloxías, S.A. | Emprende, F.C.R. | 40.00 |
| Complejo Medioambiental Tierra de Campos, S.L. | Obras Hergon, SA/ Arcebansa, SA/ Biotran Gestion de Residuos | 23.00 |
| Construtora Integração Ltda. | Eletrosul/Eletronorte | 49.00 |
| Copero Solar Huerta Uno, S.A. | Emasesa | 50.00 |
| Copero Solar Huerta Dos, S.A. | Emasesa | 50.00 |
| Copero Solar Huerta Tres, S.A. | Emasesa | 50.00 |
| Copero Solar Huerta Cuatro, S.A. | Emasesa | 50.00 |
| Copero Solar Huerta Cinco, S.A. | Emasesa | 50.00 |
| Copero Solar Huerta Seis, S.A. | Emasesa | 50.00 |
| Copero Solar Huerta Siete, S.A. | Emasesa | 50.00 |
| Copero Solar Huerta Ocho, S.A. | Emasesa | 50.00 |
| Copero Solar Huerta Nueve, S.A. | Emasesa | 50.00 |
| Copero Solar Huerta Diez, S.A. | Emasesa | 50.00 |
| Cycon Solar, Ltd. | Renagel Holding Ltd | 34.00 |
| Ecovedras S.A. | Discompor/ Individuals | 20.00 |
| Evacuación Villanueva del Rey, S.L. | Palma-Saetilla, S.L | 44.76 |
| Fotovoltaica Solar Sevilla, S.A. | IDEA | 20.00 |
| Freener-g LLC. | Casa Ruiz | 24.00 |
| Geida Skikda, S.L. | Sadvt | 33.00 |
| Helios I Hyperion Energy Investments, S.L. | Fomento, Inovação e Energía/Hyperion Management | 15.00 |
| Helios II Hyperion Energy Investments, S.L. | Fomento, Inovação e Energía/Hyperion Management | 15.00 |
| Iniciativas Hidroeléctricas, S.A. | Suma de Energías, S.L./LVP | 50.00 |
| Linha Verde Transmisora de Energia S.A. | Eletronorte | 49.00 |
| Manaus Constructora Ltda. | Eletrosul/Eletronorte | 49.50 |
| Norventus Atlántico, S.L. | Mustallar Enerxías, S.L. | 30.00 |
| NRS Consulting Engineers, Inc. | Individuals | 49.00 |
| Residuos Ind. De la Madera de Córdoba, S.A. | Aytos. Montoro, Luecena, Villa del Rio y Corporaciones | 28.93 |
| Servicios de Ingenieria IMA S.A. | Gtón, ngcios y Scios Golondrinas/Scios Ing. y Arrend AFI/Asesoría e Inversiones | 40.00 |
| Shariket Tenes Lilmiyah, Spa. | AEC | 49.00 |
| Solacor Electricidad Uno, S.A. | JGC Corporation | 26.00 |
| Solacor Electricidad Dos. S.A. | JGC Corporation | 26.00 |
| Solar Power Plant One, Spa. | New Energy Algeria Ltd/ SVH | 34.00 |
| Telvent Git, S.A. | Free Float/ Individuals | 60.00 |
Note 28.- Construction Contracts
Further to the information set out in Note 2.25. b) relating to the accounting treatment of construction contracts, the table below includes information on construction contracts and service contracts to which IAS 11 was applied at the end of the year 2010 and 2009:
| Concept | Constructioncontracts | Servicecontracts |
|---|---|---|
| Operating income | 2,328,285 | 694,946 |
| Advance payments received | 879,840 | 80,432 |
| Payment withholdings | 13,473 | |
| Account receivables | 1,550,295 | 462,610 |
| Account payables | 2,900,844 | 374,760 |
| Concept | ConstructionContracts | Servicecontracts |
| Operating income | 2,915,877 | 999,400 |
| Advance payments received | 298,357 | 63,843 |
| Payment withholdings | 25,240 | 2,052 |
| Account receivables | 453,842 | 344,829 |
| Account payables | 1,786,248 | 398,557 |
The amount of executed projects pending certificationby the end of financial year 2010 and 2009 is €711,382 and €871,216 thousand, respectively.
Note 29.- Revenue
The list of the Net amount epigraph of the business figure at the close of the 2010 and 2009 financial year follows:
| Concept | Balances as of12.31.10 | Balances as of12.31.09 |
|---|---|---|
| Product Sales | 2,167,505 | 1,545,446 |
| Rendering of services | 3,398,644 | 2,601,869 |
| Total revenue | 5,566,149 | 4,147,315 |
Note 30.- Other Operating Income
The table below shows the detail of "Other Operating Income" for 2009 and 2010:
| Concept | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Income from various services | 125,097 | 180,524 |
| Works performed for fixed assets | 592,917 | 972,192 |
| Grants | 109,744 | 43,852 |
| Gains from bargain purchase prices | 51,931 | |
| Other | 13,836 | 27,128 |
| Other operating income | 841,594 | 1,275,627 |
As indicated in Note 21.2, Grants in 2010 and 2009 include income in relation to export activity deductions in cases where it is considered appropriate to apply IAS 20 to these investment tax credits (see Note 21).
Under the caption corresponding to Income from Various Services, items primarily include profits generated by the sale fo Etim and Expansión amounting to €69M (see Note 2.2.b).
The line item Other includes mainly gains from the sale of fixed assets and income from the release of Provisions for other liabilities and charges. During 2009 includes the release of provisions for €18 million in connection with contingencies which were not considered probable during 2009.
Note 31.- Employee Benefit Expenses
The breakdown for Employee Benefit Expense is as follows:
| Item | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Wages | 694.154 | 607.284 |
| Social Security costs | 152,714 | 126,428 |
| Stock plans and other employee benefits | 18,435 | 2.315 |
| Total | (865, 303) | 736.027 |
Note 32.- Research and Development Costs
A detail of these costs by Business Units is as follows:
| Business Unit | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Solar | 9.948 | 11,682 |
| Bioenergy | 14,399 | 11,841 |
| Environmental Services | 5,636 | 4,143 |
| Information Technologies | 14,682 | 18,342 |
| Industrial Engineering and Construction | 7,419 | 5,137 |
| Total | 52,084 | 51.145 |
Note 33.- Other Operating Expenses
The breakdown of "Other Operating Expenses" is as follows:
| Item | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Leases and fees | 93,441 | 84,714 |
| Repairs and Maintenance | 68,473 | 60,229 |
| Independent Professional Services | 189,157 | 202,817 |
| Transportation | 66,489 | 39,726 |
| Supplies | 148,068 | 97,545 |
| Other External Services | 114,591 | 144,543 |
| Taxes | 73,544 | 51,553 |
| Other Management Expenses | 68,891 | 122,865 |
| Total | 822.654 | 803,992 |
"Leases and fees" mainly includes leases of buildings and offices.
Under "Other External Services" are mainly recorded trips and per diem expenses.
Note 34.- Finance Income and Expenses
The following table sets forth our Finance Income and Expenses for the years ended December 31, 2010 and 2009:
| Finance income | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Interest income from loans and debts | 40,146 | 5,916 |
| Gains from financial assets at fair value | ||
| Interest rates benefits derivatives: cash flow hedges | 31,157 | 3,221 |
| Interest rates benefits derivatives: fair value hedges | ||
| Interest rates benefits derivatives: non-hedging | 1.723 | 4,987 |
| Total | 73,026 | 14.124 |
| Finance expenses | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Expenses due to interest: | ||
| - Loans from credit entities | (220, 154) | (152, 703) |
| - Other debts | (117, 770) | (34, 481) |
| Financial assets fair value losses | ||
| Interest rates losses derivatives: cash flow hedges | (69, 019) | (169) |
| Interest rates losses derivatives: fair value hedges | ||
| Interest rates losses derivatives: non-hedging | (3,964) | (25, 738) |
| Total | (410, 907) | (213,091) |
| Net Financie Loss | (337, 881) | (198, 967) |
Most significant amounts of this caption for 2010 relate to interest expenses of loans from credit entities (corporate debt and non-recourse financing applied to projects) and income and losses on cash flow hedge interest rate swap/caps contracts (see Note 11.3).
Net financie loss in 2010 for entities with non-recourse financing (see Note 15.3) is €-80,493 thousands.
Most significant amounts of this caption for 2009 relate to interest expenses of loans from credit entities (corporate debt and non-recourse financing applied to projects) and losses on non-hedging interest rate swap/caps contracts (see Note $11.3$ ).
Note 35.- Net Exchange Differences
The following table sets out the exchange rate differences in 2010 and 2009:
| Income | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Gains from foreign exchange transactions | 193.499 | 223,073 |
| Gains from foreign exchange contracts: cash flow hedges | 687 | |
| Gains from foreign exchange contracts: fair value hedges | $\sim$ | 147 |
| Gains from foreign exchange contracts: non-hedging | 9.124 | |
| Total | 203,310 | 223,220 |
| Expenses | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Losses from foreign exchange transactions | (182, 824) | (150, 972) |
| Losses from foreign exchange contracts: cash flow hedges | (4,931) | (3,225) |
| Losses from foreign exchange contracts: fair value hedges | (18, 261) | (1, 246) |
| Losses from foreign exchange contracts: non-hedging | (16, 381) | |
| Total | (222, 397) | (155, 443) |
| Net Exchange Differences | (19.087) | 67.77 |
The most significant amounts in net exchange differences during 2010 correspond to the effect of the variation of the US dollar and Brazilian Real exchange rates.
Net exchange rate differences in 2010 for entities with non-recourse financing (see Note 15.3) amounts to €430 thousands.
The most significant amounts in net exchange differences during 2009 correspond to the appreciation of the Brazilian Real.
Note 36.- Other Net Finance Income and Expenses
The following table sets out "Other Net Finance Income and Expenses" in 2010 and 2009:
| Other Finance Income | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Profits from the sale of financial assets | ||
| Income on financial assets | 52 | 59 |
| Other finance income | 83,989 | 72,940 |
| Gains from commodities forward contracts: Cash flow hedge | 2,009 | |
| Total | 86.050 | 73.001 |
| Other Finance Expenses | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Loss from sale of financial assets | (2, 116) | (24,067) |
| Other finance expenses | (94, 760) | (85, 953) |
| Loss from commodities forward contracts: Cash flow hedge | (636) | |
| Loss from commodities forward contracts: Non hedge | (13,221) | |
| Total | (97, 512) | (123, 241) |
| Other Net Finance Income/Expenses | (11.462) | (50,240) |
The significant amounts for 2010 primarily correspond to Other finance income for the change in fair value of the embedded derivative of convertible debt (see Note 16.3) and Other finance expenses mainly related to commission expenses and finance expenses on confirming transactions (see Note 18).
Financial Incomes and Expenses in 2010 for entities with non-recourse financing (see Note 15.3) is €-6,407 thousand.
The significant amounts for 2009 are primarily related to Other finance income / expenses due to the cancellation of certain commodities forward contracts as well as a finance expense for the change in fair value of the embedded derivative of convertible debt (see Note 16.3).
Note 37.- Earnings Per Share
37.1. Basic earnings per share
Basic earnings per share are calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares outstanding during the period.
| Item | Amount as of12.31.10 | Amount as of12.31.09 |
|---|---|---|
| Profit attributable to equity holders of the company | 207.162 | 170,306 |
| Weighted average number of outstanding ordinary shares (thousands) | 90.470 | 90.470 |
| Basic earnings per share ( $\epsilon$ per share) | 2.29 | 1.88 |
37.2. Diluted earnings per share
Diluted earnings per share is calculated by dividing the earnings of the Company attributable to the shareholders by the average number of shares outstanding during the period, both adjusted for the effects of all dilutive potential ordinary shares. The only dilutive factors which may affect the earnings of the Company attributable to the shareholders are related with the convertible bond (see Note 16.3).
During 2010 and 2009 diluted earnings per share were higher than basic earnings per share.
Note 38.- Dividends per share
Dividends paid in July 2010 and 2009 were €17,147 thousand (€0.19 per share) and €16,246 thousand (€0.18 per share), respectively. In the next Ordinary Shareholders Meeting for the year 2011 a dividend in respect of the year ended December 31, 2010 of €0.20 per share, amounting to a total dividend of €18.094 thousand, is to be proposed. These financial statements do not reflect this proposed dividend.
Note 39.- Business combinations
No significant business combination occurred at the close of 2010 having a significant impact on the consolidated figures.
The following table sets out certain information about the business combinations carried out in 2009:
| Period | Transaction | (a)Amount | (b) Cash | Subsidiary(c)Cash | (d) Remaining Assetsand Liabilities | |
|---|---|---|---|---|---|---|
| Matchmind | 2009 | Acquisition | 18,737 | $\sim$ | $\sim$ | $\sim$ |
| German Production Plants | 2009 | Acquisition | 25,522 | 25,522 | 53,512 | |
| Biocarburantes Castilla y León, S.A. | 2009 | Acquisition | 17.000 | 7.000 | 12.240 | 28,701 |
(a) Consideration paid or received.
(b) Amount of the consideration in cash or cash equivalents.
(c) Amount of cash and cash equivalents in subsidiaries, taking into account the percentage of control obtained.
(d) Amount of assets and liabilities, excluding cash and cash equivalents, subsidiaries, taking into account the percentage of control obtained.
Below is the detail of each of the previous combination of businesses in 2009:
Matchmind
On May 21, 2009, Telvent Outsourcing, S.A, a subsidiary of Telvent GIT, S.A, parent company of the Business Group specialized in Information Technologies, executed an agreement for the acquisition of the remaining 42% of the company called Matchmind held by certain executives of the company and one of its founding members. The total consideration paid was $\epsilon$ 18.8 million and the transaction represented the continuation of the original agreement reached in October 2007 for the acquisition by Abengoa of 58% of Matchmind.
Since the acquisition of 42% of Matchmind was originally agreed in October 2007, pursuant to IFRS 3, "Business Combinations", the acquisition date for such percentage was set forth on October 31, 2007 for the purpose of determininig goodwill arisen in the business combination.
The original agreements stipulated that Telvent would acquire the remaining 42% in Matchmind in three stages: 12% in 2009, 10% in 2010, and 20% in 2011. The acquisition price for each additional percentage was to be set in accordance with certain financial objectives to be attained by Matchmind in each of the preceding years.
At the time the 2007 financial statements for Abengoa, S.A. and its subsidiaries were prepared, the maximum price payable for the remaining 42% totalled €45,000 thousand, and a long-term liability was recognized, with the consequence of a direct increase in the amount of goodwill at that date.
At the time the 2008 financial statements for Abengoa, S.A. and its subsidiaries were prepared, the Group's best estimate of the payments to be made for the remaining 42% of Matchmind totaled €32,497 thousand.
In order to accelerate the integration of Matchmind into the rest of the Group, negotiations were successfully completed to acquire the remaining 30% at an earlier time, together with the 12% for 2009, and the final price agreed upon was €18,737 thousand.
Movements in the balance of goodwill arising from the acquisition of Matchmind for the years 2007, 2008, 2009 were as follows:
| Amount | |
|---|---|
| Goodwill 2007 | 64.621 |
| Purchase price allocation | (12,060) |
| Adjustment in valuation | (1, 474) |
| Changes in estimated value of 42% remaining to be acquired | (12, 503) |
| Goodwill 2008 (*) | 38,584 |
| Changes in estimated value of 42% remaining to be acquired | (13,760) |
| Minor adjustments in valuation | 932 |
| Goodwill 2009 | 25.756 |
(*) Presented within the non-current held for sale caption
Hannover, Lünen and Töging Plants
On June 2, 2009, the subsidiary MRH Residuos Metálicos, S.L., after creating two subsidiaries in Germany, Befesa Slazschlacke GmbH and Befesa Slazschlacke Sud, GmbH, acquired, for an amount of €25.5 million, three productive plants located in the German towns of Hannover, Lünen and Töging and specialized in the treatment and recycling of salt slag. These plants are equipped with the latest technology available on the market, and have a combined treatment capacity of 380,000 tons of waste per year.
Annual Report 2010 Consolidated Financial Statements ABENGOA
These acquisitions did not result in the acquisition of the legal entities that previously owned the plants, but rather resulted in the direct purchase of the plants and the related personnel, with the aim of supplying the already existing market. Therefore, the Group considered such acquisition as a business combination in accordance with IFRS 3.
To execute the operation, approval was obtained from the pertinent German authorities.
All external financing was provided by Commerzbank within the framework of a non-recourse transaction.
The breakdown of the carrying value of property, plant and equipment of the German plants acquired, prior to the business combination, is as follows:
| Carrying book value | |
|---|---|
| l and | 1,354 |
| Buildings | 6,749 |
| Installations and machinery | 39,364 |
| Total carrying book value | 47,467 |
The transaction had the result that the fair value of identifiable net assets acquired exceeded the consideration paid by the acquirer for the interest in such net assets, as follows:
| Amount | |
|---|---|
| Business fair value (net assets) | 53,512 |
| Acquisition cost | 25.522 |
| Excess | (27.990) |
The excess of the fair value of identifiable net assets over the consideration paid was classified under the heading of "Other operating income" in the Income Statement for the year 2009.
The plants acquired were purchased from two German companies pertaining to the same business group that had recently gone into receivership, which explains, among other things, an acquisition price that was notably lower than the carrying value.
Abengoa has calculated the fair value of the acquired business by applying a discounted cash flow model. The assumptions used when calculating the discounted cash flow were based on the knowledge of the salt slag recycling business within the Group, applied in this case to the operating cost structure and the joint capacities of the acquired assets, once controlled and known. The treatment capacities of the plants used in the calculation of the projections were lower than those that are theoretically available (based on estimates of the existing demand), the prices per treated ton used were market prices and the discount rate used to calculate fair value was 7.6%.
In calculating the fair value of the business acquired we employed the most conservative hypotheses and assumptions for estimating the cash flows. Thus, Group Management does not believe there will be negative distortions in future cash flows.
Biocarburantes de Castilla y León, S.A.
On September 24, 2009, Biocarburantes de Castilla y León, S.A., a company which until then had been consolidated using the method of proportional integration, was consolidated through the full integration method when the remaining 50 percent of the shares held by third parties not connected to the Group were acquired for an amount of €17million.
Biocarburantes de Castilla y León S.A. was created by Abengoa with a 50% stake, for the construction and operation of a two-hundred-million-liter bioethanol plant in Babilafuente (Salamanca), in operation since 2006.
The main impacts on the Statement of Financial Position dated December 31, 2009 are as follows (in thousands of Euros):
| Book value | Fair value | |
|---|---|---|
| Non-current assets | 138,069 | 208,919 |
| Current assets | 72,200 | 72,200 |
| Current and non-current liabilities | (201, 320) | (199.238) |
| Fair value of acquired net assets (A) | (8,949) | 81,881 |
| Acquisition costs of acquired net asset (B) | (17,000) | |
| 50% of the book value (C) | (4, 474) | |
| Difference (A-B+C) | 60,407 |
During the allocation of the acquisition price, all factors taken into account when determining the acquisition price have been considered, notably assigning a higher value to the non-current assets associated with the grain-based bioethanol plant and assigning a lower value to certain non-current liabilities associated with the plant, fundamentally relating to government grants that do not have to be repaid.
When determining the reasonable value of the assets pertaining to Biocarburantes Castilla y León, S.A. the market value based on the amortized replacement cost for these assets has been used, which was obtained through a technical and measurement report based on appraisal from third parties.
The results from such appraisal were compared with other valuations based on discounted of cash flows prepared by another third party for the purpose of the allocation of the purchase price. The main assumptions used are listed below:
- Financial projections over 30 years were used, which matches the estimated useful life of the bioethanol production plant and without taking into consideration any residual value as from the final projection period. considering that the value of the assets at that date will match the liabilities that must be assumed to dismantle the plant.
- As the financial structure of this company is associated with the Group's global structure, cash flows were discounted using a discount rate based on the weighted average cost of capital (WACC) for this type of asset, adjusted for the specific risk associated with this type of activity.
- According to the above measurement criteria, the discount rate used to calculate fair value was 9.5%.
Given that the replacement value obtained was lower than the amount calculated using discounted cash flows, Abengoa considered the replacement value to be the reasonable value of the assets pertaining to Biocarburantes Castilla y León, S.A.
The non-current assets, to which a fair value step up of $\epsilon$ 70.8 million has been assigned, consist of a plant engaged in the production of bioethanol from grain (with an installed production capacity of 200 million liters per year while consuming approximately 500,000 tons of cereal per year) and on a secondary basis of animal feed substances (with a production capacity of 120,000 tons of DGS per year) and of electricity (with a production capacity of approximately 208,000 MWh per year, of which 140,000 MWh are sold to the market and the rest it is for own use).
The tax rate used in connection with the fair value step up of the plant was 30%, in accordance with the tax legislation in force in Spain, and the deferred tax liability that has been recognized with respect to the step up of the assets totals approximately €21 million.
The effect on the Income Statement is a negative goodwill in the amount of $E24$ million for the excess between the cost of the business combination and the fair value of the net assets and liabilities acquired.
Of the difference of $\epsilon$ 60.4 million shown in the table above. $\epsilon$ 24 million are registered in the Income Statement of the year for new acquisition and €36 million directly against equity in relation to the 50% previously held interest. in accordance with IFRS 3.
The acquisition of 50% of the Biocarburantes Castilla y León plant took place as part of the divestment of nonstrategic assets carried out by the other shareholder in the project, a Spanish listed entity called Ebro Puleva.
For Ebro Puleva, as reported through an official communication to the Spanish Stock Exchange Regulator dated September 25, 2009, the transaction represented "the complete exit from the biofuel business and the concentration of efforts and resources on the primary businesses that constitute the core of its strategic plan"
This acquisition is considered to be very advantageous for Abengoa, fundamentally because:
- it increases control over the bioethanol production capacity of a very valuable asset due to its location and $a)$ financial potential, given the latest amendments made to the regulatory framework currently in force that develops the mandatory nature of biofuel blends in transportation fuels in Spain and
- it enables this plant to be integrated into the rest of the biofuel plants in Spain (Cartagena and Curtis $h)$ Teixeiro, Galicia) and Europe (Lacq and Rotterdam) to thus attain considerable logistical and operational synergies.
So far, at the year ended, there is no indication of any potential impairment of the acquired assets.
Note 40.- Financial Information by Segment
40.1. Information by business segment
The information by Business Segment is analyzed among the five Business Groups which Abengoa operates (see Note 1.2). These segments are as follows:
- Solar. ٠
- Bioenergy. m.
- à. Environmental Services.
- Industrial Engineering and Construction. $\blacksquare$
- Information Technology. ×.
Corresponding with the changes in senior management with authority that corresponds to the incorporation of a new CEO during 2010, the Company has reconsidered operating measures and other financial information that the group reports to senior management with CODM responsibility in accordance with the provisions of IFRS 8.
Consequently, the performance measures and other financial information that the CODM has evaluated during 2010 to evaluate the performance of each segment and manage the allocation of resources are reported.
In this regard, management considers the measures of Revenue and EBITDA (Earnings Before Interest, Taxes Depreciation and Amortization) of each segment as the performance measures provided to the CODM in making decisions in managing the group (See Note 1.2).
Although a Non-GAAP financial measure, management considers that EBITDA is also more closely aligned with the performance measurements reported externally and in our debt covenants.
The following table lists the details of Sales and EBITDA by Business Segment for the years ending $a)$ December 31, 2010 and 2009:
| Concept | Solar | Bio. | Environ.Services | Inf. Tech. | Ind. Engin. &Const. | Corp. Activ.and Adjust. | Total as of12.31.10 |
|---|---|---|---|---|---|---|---|
| Revenues | |||||||
| - Intra-Group Sales | 54,440 | 19,446 | 11,358 | 35,371 | 607,063 | (727.678) | |
| - Third Party Sales | 113,708 | 1,555,707 | 822,480 | 706,404 | 2,288,141 | 79,709 | 5,566,149 |
| EBITDA | 432,343 | 437.318 | 182,153 | 134,112 | 47,688 | (291.260) | 942,354 |
| Concept | Solar | Bio. | Environ.Services | Inf. Tech. | Ind. Engin. &Const. | Corp. Activ.and Adjust. | Total as of12.31.09 |
|---|---|---|---|---|---|---|---|
| Revenues | |||||||
| - Intra-Group Sales | 74.877 | 14,806 | 11,065 | 56,475 | 1.141.487 | (1,298,710) | |
| - Third Party Sales | 41,048 | 995,148 | 711.677 | 702.542 | 1,539,483 | 157,417 | 4,147,315 |
| EBITDA | 368,332 | 565,769 | 127,109 | 130,507 | (596.647) | 155,346 | 750,416 |
Sales between operation segments are at market prices, therefore, inter-segment sales are eliminated in the "Corporate Activities and Adjustments" column. The external sales reported to the CODM ismeasured in a manner consistent with the Consolidated Income Statement.
For the 2009 financial year, the gain on sales of shares in Telvent GIT, S.A. are recorded in the Information Technologies business segment (see Note 2.2).
The conciliation of EBITDA with the Profit for the Year attributable to the Parent Company is as follows:
| Concepts | 2010 | 2009 |
|---|---|---|
| Total Segment EBITDA | 942,354 | 750,416 |
| Amortisation and Depreciation | (320, 559) | (319, 436) |
| Net Financial Loss | (368, 430) | (181, 430) |
| Share in Profits/(Losses) of Associated Companies | 9,505 | 11,246 |
| Corporate Income Tax | 441 | (58,058) |
| Profit attributable to Minority Interests | (56, 149) | (32, 432) |
| Profit for the Year Attributalbe to the ParentCompany | 207,162 | 170,306 |
The following table shows details on group assets and liabilities by business segment as of December 31, $h)$ 2010 and 2009:
| Item | Solar | Bio. | Environ.Services | Inf. Tech. | Ind. Engin &Const. | Corp. Activ.And Adjust. | Total as of12.31.10 |
|---|---|---|---|---|---|---|---|
| Assets | |||||||
| Intangible assets | 46,220 | 617,458 | 414,543 | 485,613 | 58,725 | 170,953 | 1,793,512 |
| Property, plants and equipment | 208,552 | 1,100,251 | 97,280 | 83,933 | 83,120 | 67,151 | 1,640,287 |
| Fixed assets in projects | 1,495,462 | 1,166,416 | 605,278 | $\overline{\phantom{a}}$ | 2,661,637 | (183, 997) | 5,744,796 |
| Other non-current assets | 255,673 | 319,154 | 186,239 | 184,196 | 1,719,903 | (1, 293, 144) | 1,372,021 |
| Current assets | 757,207 | 913,912 | 533,022 | 657,711 | 1,868,139 | 1,693,219 | 6,423,210 |
| Total Assets | 2,763,114 | 4,117,191 | 1,836,362 | 1,411,453 | 6,391,524 | 454,182 | 16,973,826 |
| Liabilities | |||||||
| Net ownership equity | 28,122 | 365,890 | 430,196 | 409,208 | 764,219 | (367, 296) | 1,630,339 |
| Non-current liabilities | 1,948,015 | 2,366,341 | 761,221 | 473,475 | 2,609,654 | 793,051 | 8,951,757 |
| Current liabilities | 786,977 | 1,384,960 | 644,945 | 528,770 | 3,017,651 | 28,427 | 6,391,730 |
| Total Liabilities | 2,763,114 | 4,117,191 | 1,836,362 | 1,411,453 | 6,391,524 | 454,182 | 16,973,826 |
| Item | Solar | Bio. | Environ.Services | Inf. Tech. | Ind. Engin &Const. | Corp. Activ.And Adjust. | Total as of12.31.09 |
|---|---|---|---|---|---|---|---|
| Assets | |||||||
| Intangible assets | 6.713 | 565,617 | 396,853 | 299,797 | 42,751 | 179,153 | 1,490,884 |
| Property, plants and equipment | 190,422 | 1,492,999 | 136,252 | 61,582 | 88,967 | (106, 023) | 1,864,199 |
| Fixed assets in projects | 798,046 | 422,246 | 424,281 | 165,022 | 1,723,208 | 90,471 | 3,623,274 |
| Other non-current assets | 125,036 | 176,431 | 166,892 | 144,252 | 288,852 | 113,887 | 1,015,350 |
| Current assets | 457,103 | 860,759 | 444,714 | 619,367 | 2,401,683 | (407, 473) | 4,376,153 |
| Total Assets | 1,577,320 | 3,518,052 | 1,568,992 | 1,290,020 | 4,545,461 | (129, 985) | 12,369,860 |
| Liabilities | |||||||
| Net ownership equity | (98, 986) | 262,720 | 375,825 | 338,815 | 589,891 | (297, 289) | 1,170,976 |
| Non-current liabilities | 1,212,412 | 2,217,630 | 656,980 | 322,230 | 1,913,474 | (164, 986) | 6,157,740 |
| Current liabilities | 463,894 | 1,037,702 | 536,187 | 628,975 | 2,042,096 | 332,290 | 5,041,144 |
| Total Liabilities | 1,577,320 | 3,518,052 | 1,568,992 | 1,290,020 | 4,545,461 | (129, 985) | 12,369,860 |
Below are the criteria employed in elaborating the principal magnitudes of the profit and loss account (see Note 40.1.a) as well as the assets and liabilities by business segments (Note 40.1.b) are describe below:
- The data is categorized by each of the segments on the basis of the usage of the sub-consolidations $1.$ utilized by the head of each business group.
- The Corporate Activities and Adjustments column include both Sales, EBITDA y the assets and liabilities for $2.$ general use, which are not to be spread out among the rest of the activities and which are mainly found in the financial statements of the parent company, like adjustments that occur in the consolidation process mainly related with the elimination of internal operations between business segments.
- The group also includes auxiliary activities, portfolio companies and agricultural companies that are not 3. significant in size (less than 5%) to be required to present information separately, which is why they are equally included in the column for each Business Unit (Bioenergy and Corporate Activity).
Details of the net debt by business segment at December 31, 2010 and 2009 are as follows: $\mathsf{C}$ )
Annual Report 2010
| Concept | Solar | Bio. | Environ.Services | Inf. Tech. | Ind. Engin &Const. | Corp. Activ.And Adjust. | Total 2010 |
|---|---|---|---|---|---|---|---|
| Long-term and Short-term Credit Ent. Debts | 687.644 | 1,918,482 | 250,627 | 446.631 | 1,198,604 | 487,837 | 4,989,825 |
| Long-term and Short-term Non-rec. Financing | 1,328,244 | 477,931 | 533,874 | $\equiv$ | ,607,498 | 102,563 | 4,050,110 |
| Financial Investments | (292,794) | (25, 284) | (46, 513) | (5,437) | (488,000) | (55, 568) | (913, 596) |
| Cash and Cash Equivalents | (220, 425) | (481, 210) | (91, 188) | (59, 881) | (146, 466) | (1,983,985) | (2,983,155) |
| Total Net Debt | 1.502.669 | 1.889.919 | 646,800 | 381,313 | 2,171,636 | (1,449,153) | 5,143,184 |
| Long-term and Short-term Non-rec. Financing | (1,328,244) | (477, 931) | (533, 874) | $\overline{\phantom{a}}$ | (1,607,498) | (102, 563) | (4,050,110) |
| Total Net Debt (excluding Non-R. Financing) | 174,425 | 1,411,988 | 112,926 | 381,313 | 564.138 | (1,551,716) | 1,093,074 |
| Concept | Solar | Bio. | Environ.Services | Inf. Tech. | Ind. Engin &Const. | Corp. Activ.And Adjust. | Total 2009 |
|---|---|---|---|---|---|---|---|
| Long-term and Short-term Credit Ent. Debts | 316.586 | .745.022 | 146.951 | 153846 | 803895 | (8.055) | 3.158.245 |
| Long-term and Short-term Non-rec. Financing | 885.637 | 262.555 | 499.660 | 117.908 | 1.079.950 | 87.657 | 2.933.367 |
| Financial Investments | (179.582) | (31.121) | (28.842) | (68.283) | (1.028.682) | 854.546 | (481.964) |
| Cash and Cash Equivalents | (79.840) | (518.025) | (101.318) | (88.688) | (293.258) | (465.302) | (1.546.431) |
| Total Net Debt | 942.801 | 1.458.431 | 516.451 | 114.783 | 561.905 | 468.846 | 4.063.217 |
| Long-term and Short-term Non-rec. Financing | (885.637) | (262.555) | (499.660) | (117.908) | (1.079.950) | (87.657) | (2.933.367) |
| Total Net Debt (excluding Non-R. Financing) | 57.164 | 1.195.876 | 16.791 | (3.125) | (518.045) | 381.189 | 1.129.850 |
The criteria used to obtain the net debt figures by business segment are described below:
- The figures have been grouped for each business segment using the subconsolidated statements of $1.$ each of the primary companies that the Group has for each business.
- $2.$ The column Corporate Activity and Adjustments includes both the amounts that are not distributed among the rest of the activities and that are principally on the parent company's Statement of Financial Position as adjustments produced in the consolidation process, fundamentally related to eliminating internal transactions between business segments.
- $3.$ The Syndicated Corporate Financing of $\epsilon$ 4,107 million granted to Abengoa, S.A. has been distributed by business group, since the principal objective is to finance investments in projects and in companies that need to expand the Group's businesses and lines of activity.
- Financial investments have been included in the calculation as a decrease in net debt, since the items $4.$ that form said heading are highly liquid.
The breakdown at the year end of 2010 and 2009 of the amounts relating to the acquisition or $\mathsf{d}$ production cost of the assets, amortization or depreciation expenses and impairment charges and the amount of expenses that have not resulted in a cash outflow are as follows:
| Information by segments | Solar | Bio.' | Inf. Tech. | Environ.Services | Ind. Engin. &Const. | Corp. Activand Adjust | totas as of12.31.10 |
|---|---|---|---|---|---|---|---|
| Assets Costs (period change) | 789.831 | 552,988 | 76,465 | 200,697 | 022,048 | (126,060) | 2,515,969 |
| Depreciation and Impairment Charges | 41,291 | 123,553 | 56,627 | 36,332 | 62,588 | 168 | 320,559 |
| Expenses without Cash Disbursement | 6.568 | 2.926 | 5.870 | 8.312 | 42.410 | 45.065 | 111,151 |
| Information by segments | Solar | Bio. | Inf. Tech. | Environ.Services | Ind. Engin. &Const. | Corp. Activand Adjust | Total as of12.31.09 |
|---|---|---|---|---|---|---|---|
| Assets Costs (period change) | 343,707 | 905,606 | 600,851 | 241,442 | 700,244 | 281,281 | 3.073.131 |
| Depreciation and Impairment Charges | 84,507 | 89,783 | 33,385 | 34,736 | 38,860 | 38,165 | 319,436 |
| Expenses without Cash Disbursement | 7.047 | 10.620 | 19.685 | 14.590 | 63.598 | 76.627 | 192.167 |
40.2. Additional information by business activity
As stated in Note 1.2, during the third quarter of 2010, Abengoa Management began to present additional financial information of three business activities in addition to information on the 5 reporting segments.
The three business activities identified to present the financial information are the following:
- Industrial Engineering and Construction. ř.
- Service Concession Arrangements $\blacksquare$
- Industrial Production. à.
Therefore, in order to make the Group's financial reporting easier to understand, across detail of the key income statement figures between the five segments and the three business activities is shown below:
Detail of sales between the segments and the business activities at the end of the 2010 reporting period $a)$
| Sales | Solar | Bio. | Environ.Services | Inf. Tech. | Ind. Engin. &Const. | Total as of31.12.10 |
|---|---|---|---|---|---|---|
| Industrial Engineering and Construction | 110,620 | ٠ | 255,904 | 741.774 | 2.012.479 | 3,120,777 |
| Service Concession Agreements | 57.529 | $\overline{\phantom{a}}$ | 15,213 | $\sim$ | 235.857 | 1,883,752 |
| Commodities | 1,575,153 | 561,620 | $\sim$ | $\overline{\phantom{a}}$ | 561.620 | |
| Total sales | 168.149 | 1,575,153 | 832.737 | 741.774 | 2,248,336 | 5,566,149 |
Detail of EBITDA between the segments and the business activities at the end of the 2010 reporting $b)$ period:
| EBITDA | Solar | Bio. | Environ.Services | Inf. Tech. | Ind. Engin. &Const. | Total as of12.31.10 |
|---|---|---|---|---|---|---|
| Industrial Engineering and Construction | 27,319 | $\overline{\phantom{0}}$ | 18.928 | 129.374 | 247.640 | 423,261 |
| Service Concession Agreements | 42,887 | $\qquad \qquad$ | 10,159 | $\overline{\phantom{a}}$ | 154.695 | 207,740 |
| Commodities | $\overline{\phantom{a}}$ | 211.962 | 99.391 | $,$ | $\overline{\phantom{a}}$ | 311,353 |
| Total EBITDA | 70,206 | 211,962 | 128,478 | 129,374 | 402,335 | 942,354 |
40.3. Information by geographical region
The following table shows analysis of revenues by geographical region for the years ending December 31, $a)$ 2010 and 2009:
| Geographic area | Amount as of12.31.10 | $\frac{9}{6}$ | Amount as of12.31.09 | % |
|---|---|---|---|---|
| - USA and Canada | 884,304 | 15.9 | 576,924 | 13.0 |
| - Latin America | 1,911,875 | 34.3 | 1,159,949 | 26.1 |
| - European Union (except Spain) | 873,542 | 15.7 | 641,478 | 14.4 |
| - Other countries | 466,112 | 8.4 | 472,607 | 17.4 |
| - Spain | 1,430,316 | 25.7 | 1,296,357 | 29.1 |
| Total Consolidated | 5,566,149 | 100 | 4,447,315 | 100 |
| Offshore amount | 4,135,833 | 74.3 | 3,150,958 | 70.9 |
| Spain amount | 1,430,316 | 25.7 | 1,296,357 | 29.1 |
The following table shows analysis of the net book value of Property, plant and equipment by $b)$ geographical region as of December 31, 2010 and 2009:
| Geographic region | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Domestic Market | 2,283,885 | 1,707,279 |
| - USA and Canada | 1,014,312 | 717,612 |
| - European Union | 832,934 | 812,717 |
| - Latin America | 2,976,019 | 1,939,169 |
| - Other countries | 644,133 | 470,749 |
| Foreign Market | 5,467,398 | 3,939,697 |
| Discontinued Activities | ||
| Total | 7,751,283 | 5.646.976 |
The following table shows analysis of the net book value of Intangible assets by geographic region as of $a)$ December 31, 2010 and 2009:
| Geographic region | Balance as of12.31.10 | Balance as of12.31.09 |
|---|---|---|
| Domestic Market | 880,168 | 1,707,279 |
| - USA and Canada | 562,700 | 717,062 |
| - European Union | 10,677 | 812,717 |
| - Latin America | 2,818,721 | 1,939,169 |
| - Other countries | 636,458 | 470,749 |
| Foreign Market | 4,028,556 | 3,939,697 |
| Discontinued Activities | ||
| Total | 4,908,724 | 5,646,976 |
Note 41.- Other Information
41.1. Average number of employees
The average number of employees during 2010 and 2009 was:
| Categories | Average N 2010 | % Total | Aaverage N 2009 | % Total | ||
|---|---|---|---|---|---|---|
| Female | Male | Female | Male | |||
| Directors | 109 | 698 | 3.1 | 77 | 605 | 2.9 |
| Management | 361 | 1,958 | 8.9 | 299 | 1.746 | 8.8 |
| Ingeneers | 1,483 | 3,872 | 20.5 | 1,486 | 3,724 | 77.3 |
| Asistants and professional | 1,539 | 2,598 | 15.8 | 1,407 | 2,229 | 15.6 |
| Operators | 741 | 12,769 | 51.7 | 590 | 11,160 | 50.4 |
| Total | 4.233 | 21,895 | 100.0 | 3,859 | 19,464 | 100.0 |
The average number of employees is based 37% in Spain (41% in 2009) and 63% abroad (59% in 2009).
These figures have been calculated taking into account all the consolidated entities, both on a full and on proportional basis.
41.2. Related parties
The account held by Abengoa with Inversión Corporativa I.C., S.A., as of year-end 2010 and 2009 has a nil balance.
Dividends distributed to related parties during 2010 amounted to €9,344 thousand (€9,059 thousand in 2009).
Operations carried out during 2010 and 2009 involving significant shareholders are as follows:
On April 16, 2009 Sanlúcar Solar, S.A., (company that owns the PS10 Solar Plant) issued partial relinguishment of a right of use of land (a right under Spanish law where an owner of a plot allows another party to use it for a specific purpose -usually to build- and for a limited number of years) totaling 3.04 hectares. The original contract was signed on January 15, 2003 for an initial period of 30 years, on a plot with an area of 69 hectares located on a property owned by Explotaciones Casaguemada, S.A. (subsidiary of Inversión Corporativa, I.C., S.A., main shareholder of Abengoa S.A.) situated in Sanlúcar La Mayor (Seville - Spain), retaining the remainder of such right of use of land.
As a result of such relinguishment, Explotaciones Casaguemada S.A. returned €43,384 thousand to Sanlúcar Solar, S.A., a proportional amount that was calculated based on the price of the contract, for the amount of days remaining for the validity of the right of use of land with respect to the portion of land thereby relinquished.
Furthermore, on April 16, 2009, the company Solar Processes S.A (owner of the PS20 Solar Plant) undersigned a right of use of land agreement over said 3.04 hectares owned by Explotaciones Casaguemada S.A. (subsidiary of Inversión Corporativa, I.C., S.A., main shareholder of Abengoa S.A.).
Pursuant to the terms of the agreement, the period for which the right of use of land is constituted is the same as that which is left for the validity of the right of use of land constituted on February 7, 2007 by Solar Processes, S.A. (owner of PS20 solar plant), involving a 30-year period that may be extended to 50 years. The consideration paid to acquire such right amounted to €61,999.
As indicated in Note 22, Inversión Corporativa is Abengoa's main shareholder, and issues its own separate Consolidated Financial Statements.
These operations were subject to verification by the Abengoa Audit Committee and the consideration paid for the different transactions has been determined by independent third parties.
41.3. Employee remuneration and other benefits
Directors are remunerated as established in article 39 of the Articles of Association. The remuneration of Directors is made up of a fixed amount as agreed upon at the general Shareholders meeting, and is not necessarily equal for all directors. Additionally, they may participate in profit sharing programmes, for a percentage between 5% and 10% (maximum) of the net income of the Company after the declaration of the dividends for the year. Travel expenses related to work undertaken by the board are reimbursed to Directors.
Salary (both fixed and variable) and allowances paid to the members of the Board of Abengoa S.A. in 2010 were €8.912 thousand (€8.716 thousand in 2009), as well as €137,995 thousand attributed to other items (€221 thousand in 2009).
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| )*+' | 7%%'38*39'*38$%&'(:'+;3<*4$55-9'( | >'+?'(65@6*(8=6++-%'' | $55-9'(65$%&'(A(6;2=6+2*3-'4 | >C+% <d01'9;%-e'$55-9'(,;%-'4</d01'9;%-e'$55-9'( | F6%*.GHHf |
| J K | M | M | LNL | LN | |
| OPNQKQ " | N | N | |||
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| S] | L | W | L | M | LL |
| ^ ^ S | M | LLW | |||
| R\ _ T | [[ | M | M | VW | |
| R P R?_ ST | M | W[ | |||
| O ^^ | M | M | W[ | ||
| XY ? L" | [ | M | M | [ | |
| XYK O`O | M | M | W[ | ||
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| K | W | M | M | M | W |
| F6%*. | IciHg | lfH | IIh | gchHd | icdIg |
Additionally, in 2010 overall remuneration for key management of the Company (senior management which are not executive directors), including both fixed and variable components, amounted to €7.216 thousand (€6.883 thousand in 2009).
No advanced payments or credits are granted to members of the Board, nor are any guarantees or obligations granted in their favor.
As of the end of the period there existed €24,629 thousand in non-current personnel compensation obligations (€15,225 thousand in 2009).
41.4. With the aim of reinforcing the transparency in Public Limited Companies, with the exception of what is described below, the members of the Board do not own shares in the capital of companies which maintain activities that are analogous, complementary or the same as the ones that constitute the business purpose of the Parent Company since July 19, 2003, which is the date Law 26/2003 entered into fore. Such law, which modifies Law 24/1988 of July 28, governs the Stock market and the Consolidated Text of the Law on Public Limited Companies. Likewise, the members of the Board have not and neither are they engaged in activities which are the same, analogous or complementary to the business purpose of Abengoa, S.A., whether for themselves or for others. On the other hand, during 2010 and 2009 no entity outside the Group qualified for horizontal consolidation, in the terms set forth in Article 42 of the Spanish Corporate Law.
Below is a list of the members of Abengoa, S.A.'s Board which also serve as board members in other Group companies:
| Name | Company | Position |
|---|---|---|
| José Joaquín Abaurre Llorente | Telvent Tráfico y Transporte, S.A. | Board Member |
| María Teresa Benjumea Llorente | Telvent Tráfico y Transporte, S.A. | Board Member |
| Carlos Sebastián Gascón | Abengoa Bioenergía, S.A. | Board Member |
| Daniel Villalba Vilá | Abengoa Bioenergía, S.A. | Board Member |
| José B. Terceiro Lomba | Telvent GIT, S.A. | Board Member |
| José B. Terceiro Lomba | Bioetanol Galicia, S.A. | Board Member |
Below is a list of Board members having a seat in the board of other listed companies:
| Name | Listed Company | Position |
|---|---|---|
| Mr. Felipe Benjumea Llorente | Iberia Líneas Aéreas de España, S.A. | Board Member |
| Aplicaciones Digitales S.L. | Promotora de Informaciones, S.A. | Board Member |
| Aplicaciones Digitales S.L. | Iberia Líneas Aéreas de España, S.A. | Board Member |
| Daniel Villalba Vilá | Vueling, S.A. | Board Member |
In accordance with the record of significant holding in the Company, and as reguired by the "Internal Rules and Regulations for Conduct involving Stock Exchange Matters", the shares and the holding percentages of the Company Directors as of December 31, 2010 are:
| No. of Direct VotingRights | No. of IndirectVoting Rights | % Total | |
|---|---|---|---|
| Mr. Felipe Benjumea Llorente | 814,111 | 0.9 | |
| Aplicaciones Digitales, S.L. | 925,814 | 1.023 | |
| Mrs. Alicia Velarde Valiente | 400 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ |
| Mr. Carlos Sebastián Gascón | 13,000 | 12,000 | 0.028 |
| Mr. Carlos Sundheim Losada | 40,027 | $\overline{\phantom{a}}$ | 0.052 |
| Mr. Daniel Villalba Vilá | 13,630 | $\overline{\phantom{a}}$ | 0.015 |
| Mr. Fernando Solís Martínez-Campos | 50,832 | 34,440 | 0.094 |
| Mr. Ignacio Solís Guardiola | 25,336 | 0.028 | |
| Mr. Javier Benjumea Llorente | 3,888 | $\overline{\phantom{a}}$ | 0.004 |
| Mr. José Joaquín Abaurre Llorente | 1,900 | 0.002 | |
| Mr. José Luis Aya Abaurre | 55,076 | 0.061 | |
| Mrs. María Teresa Benjumea Llorente | 12,390 | 0.014 | |
| Mrs. Mercedes Gracia Díez | 500 | 0.001 | |
| Mr. Manuel Sánchez Ortega | 108,800 | 0.12 | |
| Mr. José Borrell Fontelles | 1,000 | $\overline{\phantom{a}}$ | 0.001 |
41 5 Audit fees
The audit fees for the year 2010 amounted to $64,985$ thousand ( $63,670$ thousand in 2009) and they were related to financial auditing work including both the year-end audit and the SOX internal control audit, as well as the review of periodical information and the audit under US GAAP for the company listed in the US. Out of the total audit fees, an amount of €3.563 thousand was paid to the principal auditor which is PricewaterhouseCoopers (€2,461 thousand in 2009).
In addition, during the 2010 audit firms were paid €7,158 thousand (€3,655 thousand in 2009) for other works related with financial consulting and verification tasks involving the acquisition of companies. The principal auditor was paid €3,338 thousand (€1,453 thousand in 2009). Said amount includes €1,249 thousands of Euros for complementary services rendered by the principal auditor pursuant to the valid laws.
41.6. Environmental information
The principles of the environmental policies of Abengoa are based on compliance with the current legal regulations applicable, preventing or minimizing damaging or negative environmental consequences, reducing the consumption of energy and natural resources, and achieving ongoing improvement in environmental conduct.
In response to this commitment to the sustainable use of energy and natural resources, Abengoa, in its Management Rules and Guidelines for the entire Group, explicitly establishes the obligation to implement and certify environmental management systems in accordance with the ISO 14001 International Standard.
Consequently, by year-end 2010, the percentage of Companies with Environment Management Systems certified according to the ISO 14001 Standard per sales volume is 86.05%.
The table below lists the percentage of distribution of the Companies with Certified Environmental Management Systems, broken down by Business Units:
| Business Unit | ISO 14001-Certified Companies |
|---|---|
| (% of Revenue) | |
| Solar | 73.25% |
| Information Technologies | 78.63% |
| Industrial Engineering and Construction | 88.65% |
| Environmental Services | 97.26% |
| Bioenergy | 74.42% |
Abengoa considers that its traditional engineering activity represents no more than a valuable tool through which it can construct a more sustainable world, and it applies this philosophy in all its Business Units such that from solar energy, biomass, waste, information technologies and engineering, Abengoa applies technological and innovative solutions for sustainable development.
41.7. Post-balance sheet events
Since the close of the financial year there has been no event that could significantly influence the information reflected in the Annual Accounts prepared by the administrators, or that could stand out because it may have significant impact on the Group.
Annual Report 2010ABENGOA Consolidated Financial Statements

Appendices
Annual Report 2010ABENGOA
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | RegisteredAddress | AmountinThousandsof€ | % ofNominalCapital | Parent Company | $(*)$ | See(Page 8) | Activity (SeePage 8) | Audito |
| Abengoa Bioenergy France, S.A | Montardon (FR) | 81.95 | 69.00 | Abengoa Bioenergía, S.A. | a-h | (1) | A:D | |
| bengoa Bioenergy Hannover GmbH | Hannover (DE) | Q | 100.00 | Abengoa Bioenergía, S.A | a-b | (1) | ||
| bacus Project Management, Inc | hoenix (USA) | 4.97 | 100.00 | eyma USA Inc | $(*)$ | $a-b$ | (4) | |
| ABC Issuing Company, Inc | hesterfield (USA) | 100.00 | bengoa Bioenergy Operations, LLC | $a-b$ | (1) | |||
| Abeinsa Brasil Projetos e Construcoes Ltda | R. de Janeiro (BR) | 100.00 | bengoa Brasil, S.A./Inabensa Rio Ltda. | $a-b$ | (4) | |||
| Abeinsa Ingenieria y Construccion Industrial, S.A.Abelec, S.A | eville (SP) | 90.64 | 100.00 | Abengoa, S.A./Siema AGAbengoa Chile, S.A | $a-b$ | $(4)$ : $(6)$ | Α | |
| Ahema I tda | antiago (CL)ntiago (CL | 99.99100.0 | Abengoa Chile, S.A./Befesa Agua, S.A.U | $a-b$a-b | (4) | |||
| Abencasa-Abengoa Comer. Y Administracao, S.A | de Janeiro (BR) | 100.0 | Asa Investment AG | $a-b$ | (4): 6 | |||
| bencor Suministros S.A | wille (SP) | 4.13 | 100.0 | egocios Industriales y Comerciales, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A | $a-b$ | (4) | ||
| Abener Engineering and Construction Services, LLC | Chesterfield (USA) | 27.53 | 100.0 | Abener, S.A | $a-b$ | (4) | ||
| bener North America Construction Services, | hesterfield (USA) | 100.0 | Abener Engineering and Construction Services, LLC | $a-b$ | (4) | |||
| Abencs Construction Services, L.P | Chesterfield (USA) | 100.00 | Abener Engineering and Construction Services, LLC | $a-b$ | (4) | |||
| Abencs Investments, LLC | Delaware (USA) | 100.00 | Abencs LLC | $a-b$ | (4) | |||
| Abener Argelia, S.IAbener Energia, S.A. | wille (SP) | 100.0 | Abener Energía, S.A./Abeinsa Ingeniería y Construcción Industrial, S.ANbeinsa Ingeniería y Construcción Industrial, S.A | $a-b$ | (4) | |||
| Abener Energie, S.A.R.I | eville (SP) | 54.52 | 100.0 | Abener Energía, S.A | a-b | (4) | ||
| Abener Engineering Privated Limited | Judja (MA)ombay (IN) | 87 | 100.0100.0 | Abencs LL | a-b$a-b$ | (4)(4) | ||
| Abener France, EUR | ris (FR) | 100.0 | bener Energía, S | (4) | ||||
| Abener Inversiones, S | 100.0 | Abener Energía, S.A./Negocios Industriales y Comerciales, S.A | ||||||
| Abener México, S.A. De C.V | Mexico D.F. (MX) | 100.0 | Abengoa México, S.A. de C.V./Abener Energía, S.A | a-b | (4) | |||
| Abengoa Bioenergía Agroindustria Ltda. | ao Paulo (BR | 53.74 | 100.0 | Abengoa Bioenergía Brasil, S.A./Abengoa Bioenergia Santa Fe, Ltda. | a-b | (1) | ||
| Abengoa Bioenergía Biodiesel S.A | eville (SP) | 100.0 | Abengoa Bioenergía, S.A./Ecoagrícola, S.A. | $a-b$ | (1) | |||
| Abengoa Bioenergía Brasi | ao Paulo (BR | 819.65 | 99.9 | Asa Bioenergy Holding AG /Abengoa Bioenergia, S.A. | $a-b$ | (1) | ||
| Abengoa Bioenergía Inversiones, S.AAbengoa Bioenergía Nuevas Tecnologías, S.A. | eville (SP) | 100.0 | Abengoa Bioenergía, S.A./Ecoagrícola, S.AAbengoa Bioenergía, S.L./Instalaciones Inabensa, S.A. | $a-b$ | (1) | |||
| Abengoa Bioenergía Outsourcing, LLC | eville (SP)Chesterfield (USA) | 38 | 100.0100.0 | Abengoa Bioenergy Operation, LLC | $a-b$$a-b$ | (1)(1) | ||
| Abengoa Bioenergía San Roque, S.A. | Cadiz (SP) | 21.99 | 100.00 | coagrícola, S.A./Abengoa Bioenergía, S.A. | $a-b$ | (1) | ||
| Abengoa Bioenergía Santa Fe Ltda. | ao Paulo (BR) | 4.63 | 100.00 | Abengoa Bioenergía Brasil, S.A./Abengoa Bioenergia Trading Brasil Ltda | a-h | (1) | ||
| Abengoa Bioenergia Trading Brasil Ltda. | ao Paulo (BR) | 100.0 | Abengoa Bioenergia Brasil, S.A./Abengoa Bioenergia Agroindústria, Ltda | $a-b$ | (1) | |||
| Abengoa Bioenergía, S.A. | eville (SP) | 145,52 | 97.3 | Abengoa, S.A./Sociedad Inversora Energía y Medio Ambiente, S.A. | $a-b$ | (1): (6) | ||
| Abengoa Bioenergy Biomass of Kansas, LLC. | hesterfield (USA) | 28,58 | 100.00 | Abengoa Bioenergy Hybrid of Kansas, LLC. | $a-b$ | (1) | ||
| Abengoa Bioenergy Corporation | hesterfield (USA) | 60,27 | 100.00 | Abengoa Bioenergy Operations, LLC. | a-b | (1) | ||
| Abengoa Bioenergy Engineering & Construction, LLC. | Chesterfield (USA) | 100.00 | Abengoa Bioenergy Operations, LLC. | a-b | (1) | |||
| Abengoa Bioenergy Funding | Chesterfield (USA) | 231.60 | 100.00 | Abengoa Bioenergy Meramec Renewable, Inc. | $a-b$ | (1) | ||
| Abengoa Bioenergy GermanyAbengoa Bioenergy Hybrid of Kansas, LLC. | Rostock (DE) | 18.8428.58 | 100.00 | Abengoa Bioenergía, S.A.Abengoa Bioenergy Technology Holding, Inc. | $a-b$$a-b$ | (1)(1) | ||
| Abengoa Bioenergy Investments , LLC. | Chesterfield (USA)Chesterfield (USA) | 34 | 100.00100.00 | Abengoa Bioenergy US Holding, Inc. | a-b | (1) | ||
| Abengoa Bioenergy Maple, LLC. | Chesterfield (USA) | 231,60 | 100.00 | Abengoa Bioenergy Funding LLC. | a-b | (1) | ||
| Abengoa Bioenergy Meramec Renewable, Inc. | Chesterfield (USA) | 273,55 | 83.81 | Abengoa Bioenergy Operations, LLC | a-b | (1) | A. | |
| Abengoa Bioenergy Netherlands B.V. | Rotterdam (NL) | 494,71 | 100.00 | Abengoa Bioenergía, S.A. | a-b | (1) | $\mathbb A$ | |
| Abengoa Bioenergy New Technologies, Inc. | Chesterfield (USA) | 59 | 100.00 | Abengoa Bioenergy Technology Holding, LLC. | a-b | (1) | ||
| Abengoa Bioenergy of Illinois, LLC | hesterfield (USA) | 173,99 | 100.00 | Abengoa Bioenergy Maple, LLC | a-b | (1) | ||
| Abengoa Bioenergy of Indiana, LLC | hesterfield (USA) | 144,17 | 100.00 | Abengoa Bioenergy Maple, LLC | d-a | $(1)$ | ||
| Abengoa Bioenergy of Kansas, LLC | hesterfield (USA) | 18 | 100.00 | Abengoa Bioenergy Operations, LLC | d-a | $(1)$ | ||
| Abengoa Bioenergy of SW Kansas, LLCAbengoa Bioenergy Operations, LLC | hesterfield (USA)hesterfield (USA) | 100.00100.00 | Abengoa Bioenergy Hybrid of Kansas, LLCAbengoa Bioenergy US Holding, Inc. | $a-b$$a-b$ | (1)(1) | |||
| Abengoa Bioenergy Renewable Power US, LLC | Chesterfield (USA) | 368,6734 | 100.00 | Abengoa Bioenergy Operations, LLC | $a-b$ | (1) | ||
| Abengoa Bioenergy Technology Holding, LLC | Chesterfield (USA) | 28,58 | 100.00 | Abengoa Bioenergy US Holding, Inc. | a-b | (1) | ||
| Abengoa Bioenergy Trading Europe, B.V. | Rotterdam (NL) | 18 | 100.00 | Abengoa Bioenergía, S.A. | $a-b$ | (1) | $\Delta$ | |
| Abengoa Bioenergy Trading US, LLC | Chesterfield (USA) | 100.00 | Abengoa Bioenergy Operations, LLC | $a-b$ | (1) | |||
| Abengoa Bioenergy UK Limited | ardiff (UK) | 37.65 | 100.00 | Abengoa Bioenergía, S.A | $a-b$ | (1) | ||
| bengoa Bioenergy US Holding, Inc | hesterfield (USA) | 461.11 | 100.00 | sa Bioenergy Holding/Abengoa Bioenergia, S.A | $a-b$ | (1) | ||
| bengoa Chile | antiago (CL) | 24.24 | 99.90 | sa Investment AG/Teyma Abengoa, S.A | $a-b$ | (4) | А | |
| bengoa Cogeneración Tabasco, S. de R.L. de C.V | Aexico D.F. (MX) | 39.17 | 100.00 | bener Energía, S.A/Abengoa México, S.A. de C.V | $a-b$ | (4) | B | |
| bengoa Concessoes Brasil Holding S.A. | de Janeiro (BR) | 722.45 | 100.00 | bengoa Brasil, S.A./ Sociedad Inversora de Líneas de Brasil, S.L | $a-b$ | (4) | Α | |
| Ibengoa Construçao Brasil, Ltdabengoa Finano | de Janeiro (BR)ille (SP) | 156.51 | 100.00100.00 | efesa Brasil, S.A./Sociedad Inversora de Líneas de Brasil, S.Abengoa, S.A | $a-b$$a-b$ | (4)(3) | ||
| bengoa Hellas Solar Power Systems Limited Liabilities Company | Athens (GF | 99.3 | Abengoa Solar, S.A. | $a-b$ | ||||
| bengoa México, S.A. de C.V | Mexico D.F. (MX) | 29.56 | 90.0 | sa Investment AG | $a-b$ | (4) | ||
| bengoa Perú, S.A | ma (PE) | 15.17 | 99.9 | Asa Investment AG | $a-b$ | (4) | ||
| bengoa Puerto Rico, S.E | an Juan (PR) | 100.00 | Abengoa, S.A./Abencor, S.A | $a-b$ | (4) | |||
| bengoa Servicios S.A. De C.V | Mexico D.F. (MX) | 17 | 100.00 | Abengoa México, S.A. de C.V./Servicios Aux. de Admon., S.A | $a-b$ | (4) | ||
| Abengoa Solar Australia Pty Limited | Melbourne (AU) | 100.00 | Abengoa Solar China, S.A | $a-b$ | (5) | |||
| Abengoa Solar Engeneering (Beijing), Co. Ltd. | iiing (China | 10 | Abengoa Solar, S.A | $a-b$ | (5) | |||
| Abengoa Solar España, S.A | rille (SP) | 50 | 100.00 | Abengoa Solar, S.A./Abengoa Solar PV, S.A.Abengoa Solar España, S.A./Abengoa Solar New Technologies, S.A. | $a-b$ | |||
| Abengoa Solar Extremadura, S.A.Abengoa Solar Inc | ville (SP) | 100.00 | Abengoa Solar, S.A | $a-b$ | (5) | |||
| Abengoa Solar India Private Limited | v York (USA)Aahara | 122,39 | 100.0100.0 | Abengoa Solar China, S.A./Abengoa Solar, S.A. | a-b | (5)(5) | ||
| Abengoa Solar Internacional, S.A | ille (SP) | gg c | Abengoa Solar, S.A | |||||
| Abengoa Solar New Technologies, S.A. | wille (SP) | 3.98 | 100.0 | Abengoa Solar, S.A | ||||
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| f X Uu @EZEOE | ^AGBH | PDd\J JJEJJf X @VDEEOE | N | N? | GQH | |||
| f X [ VXVA `DEEf X RA DEE | fApGBHLGBH | dIDJ | \JEJJ n^? ?DEZEIDbPb JJEJJf X V DEZE | |||||
| f X k ?ET EDEZE | L nYGBH | b\D | I JJEJJ n^? ?DEZE | |||||
| f @A BA?V@f X XA ?AV?VADBF?EZE | Z ?GBUH | J JJEJJf X k ? `TVV?A DEZEb JJEJJf X @VDEEOE | N | N? | GQH | N | ||
| f X Z nV?A ^_ DEEELE | W GaH^ [EEG^oH | I JJEJJf X ^_ DEE[ ELEK? @^_ DEEL | NN | N?N? | GQHGQH | f | ||
| f X ^? ? DEE | L nYGBH | dJDIJ | \bEdP? @DEEKBAYF A ^? ? DEZEDJJ JJEJJ? @^_ DEEK n^? ?DEZE | NN | N? | GQHrGIH | ||
| f X ^_ DEE[ ELE | ^ [EEG^oH | N? | GQHrGH |
Annual Report 2010ABENGOA
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Registered | Amountin | % of | See | Activit | ||||
| Name | Address | Thousand | Nominal | Parent Company | $(*)$ | Page 8) | y (See | Auditor |
| s of $\in$ | Capital | Page 8 | ||||||
| efesa PCB | Cartagena (SP) | 1,358 | 100.00 | Alianza Medioambiental, S.L | $a-b$ | (2) | A | |
| lefesa Perú, S.A | Lima (PE) | 71 | 100.00 | Abengoa Perú, S.A./Alianza Medioambiental, S.L | a-b | (2)(4) | $\mathbb A$ | |
| Befesa Plásticos, S.L | Murcia (SP) | 2,415 | 93.07 | Alianza Medioambiental, S.L | $a-b$ | (2) | $\mathbb A$ | |
| Befesa Reciclaje de Residuos de Aluminio, S.L. | Vizcaya (SP) | 21,518 | 60.25 | MRH-Residuos Metálicos, S.L. | a-b | (2) | A | |
| Befesa Salt Slag, Ltd | Gales (UK) | 21,399 | 100.00 | sefesa Aluminio, S.L./Befesa Escorias Salinas, S.A. | a-b | (2) | D | |
| Befesa Salzschlacke GmbH | Hannover (DE) | 6,500 | 100.0 | MRH-Residuos Metálicos, S.L | a-b | (2) | Α | |
| efesa Scandust AB | Landskrona (Suecia) | 37,52 | 100.0 | efesa Zinc, S.L | a-b | (2) | A | |
| efesa Servicios Corporativos, S.A | Madrid (SP) | 2,626 | 100.0 | efesa Medio Ambiente, S.A | a-b | (2) | А | |
| Befesa Servicios, S.A. | Buenos Aires (AR) | 586 | 51.0 | Alianza Medioambiental, S.L./ Befesa Desulfuración | $a-b$ | (2) | ||
| Befesa Silvermet Turkey, S.L. | Vizcaya (SP) | 7,238 | 51.01 | MRH Residuos Metálicos, S.L | $(*)$ | (2) | $\mathbb A$ | |
| Befesa Steel R & D, S.L.U. | Vizcaya (SP) | 589 | 100.00 | MRH-Residuos Metálicos, S.L. | a-b | (2) | ||
| Befesa Steel Services GmbH | Duisburg (DE) | 58.878 | 100.00 | BUS Germany GmbH | $a-b$ | (2) | A | |
| Befesa Uruguay | Montevideo (UY) | 12 | 100.00 | eyma Medioambiente, S.A | a-b | (4) | ||
| Befesa Valera, S.A.S | Gravelines (FR) | 2,956 | 100.0 | SUS France, S.A.R.I | $a-b$ | (2) | А | |
| Befesa Valorización de Azufre, S.L.U | /izcaya (SP) | 29,543 | 100.0 | lianza Medioambiental, S.L | a-b | (2) | А | |
| Befesa Valorización S.L Sociedad Unipersonal | Cartagena (SP) | 100.00 | sefesa Gestión de Residuos Industriales, S.L | $a-b$ | (2) | |||
| Befesa Water Projects, S.L. | seville (SP) | 100.00 | Befesa Agua, S.A.U. | a-b | (2) | |||
| Befesa Waterbuilt GP, Inc | Texas (USA) | 789 | 51.00 | efesa Agua, S.A.U | a-b | (2) | A | |
| efesa Zinc Freiberg GmbH & Co KG | Freiberg (DE) | 52.521 | 100.00 | efesa Steel Services, GmbH | $a-b$ | (2) | А | |
| Befesa Zinc Amorebieta, S.A | /izcaya (SP) | 9,93 | 100.0 | IRH Residuos Metálicos, S.L | a-b | (2) | А | |
| Befesa Zinc Aser, S.A | vizcaya (SP) | 18,039 | 100.00 | efesa Zinc, S.L | a-b | (2) | А | |
| Befesa Zinc Comercial, S.A. | vizcaya (SP) | 60 | 100.00 | efesa Zinc, S.L | a-b | (2) | $\Lambda$ | |
| Befesa Zinc Duisburg GmbH | Duisburg (DE) | 4.953 | 100.00 | efesa Steel Services GmbH/BUS Germany GmbH | $a-b$ | (2) | $\Lambda$ | |
| Befesa Zinc Gravelines, S.A.S.U. | Gravelines (FR) | 50 | 100.00 | efesa Valera, S.A.S | a-b | (2) | A | |
| efesa Zinc Sondika, S.A | /izcaya (SP) | 4.726 | 100.0 | IRH Residuos Metálicos, S.L | $a-b$ | (2) | A | |
| Befesa Zinc Sur, S.L | /izcaya (SP) | 3.144 | 100.0 | IRH Residuos Metálicos, S.L | a-b | (2) | ||
| Befesa Zinc, S.I | Vizcaya (SP) | 34,626 | 100.00 | IRH Residuos Metálicos, S.L | a-b | (2) | А | |
| Beijing Blue Shield High & New Tech. Co., Ltd. | Beijing (China) | 3,191 | 80.00 | elvent China, S.A. | a-b | (3) | $\mathbb D$ | |
| iocarburantes de Castilla y León, S.A. | salamanca (SP) | 43.800 | 100.00 | bengoa Bioenergía, S.A./Ecoagricola, S.A. | $a-b$ | (1) | $\mathbb{A}$ | |
| oeléctrica Jienense, S.A | Seville (SP) | 1.185 | 100.00 | Abener Inversiones, S.L | $a-b$ | (4) | ||
| petanol Galicia Novas Tecnoloxías, S.A | A Coruña (SP) | 60.00 | bengoa Bioenergía, S.A | $a-b$ | (1) | |||
| ioetanol Galicia, S.A | A Coruña (SP) | 19,53 | 90.00 | bengoa Bioenergía, S.A. | $a-b$ | (1) | А | |
| BUS France | Gravelines (FR) | 30,692 | 100.00 | efesa Zinc, S.L | a-b | (2) | ||
| BUS Germany GmbH | Duisburg (DE) | 267,783 | 100.00 | efesa Zinc, S.L | a-b | (2) | ||
| .D.Puerto San Carlos S.A. De C.V. | Mexico D.F. (MX) | 13.917 | 100.00 | bener Energía, S.A./Abengoa, S.A./Abengoa México, S.A. de C.V | a-b | (4) | А | |
| aptación Solar. | eville (SP) | 20 | 100.0 | bener Inversiones, S.L./Abener Energía, S.A | $a-b$ | (4) | ||
| aptasol Fotovoltaica 1, S.L | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | ||||
| aptasol Fotovoltaica 2, S.L | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | a-b | ||||
| aptasol Fotovoltaica 3, S.I | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | a-b | -5 | |||
| aptasol Fotovoltaica 4, S.I | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | ||||
| aptasol Fotovoltaica 5 | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, | $a-b$ | ||||
| aptasol Fotovoltaica 6, S | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica | a-b | ||||
| aptasol Fotovoltaica 7, S. | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | ||||
| aptasol Fotovoltaica 8, S.I | eville (SP) | 100.0 | pengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | -5 | |||
| aptasol Fotovoltaica 9, S.I | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | ||||
| aptasol Fotovoltaica 10, S. | eville (SP) | 100.00 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, | $a-b$ | ||||
| aptasol Fotovoltaica 11, S. | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica | $a-b$ | ||||
| aptasol Fotovoltaica 12, S. | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica | a-b | ||||
| aptasol Fotovoltaica 13, S.I | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | ||||
| aptasol Fotovoltaica 14, S.I | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | -5 | |||
| aptasol Fotovoltaica 15, S.L | eville (SP) | 100.00 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | -5 | |||
| aptasol Fotovoltaica 16, S. | eville (SP) | 100.00 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, | $a-b$ | ||||
| aptasol Fotovoltaica 17, S. | eville (SP) | 100.0 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica | $a-b$ | ||||
| aptasol Fotovoltaica 18, S.I | eville (SP) | 100.00 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | ||||
| aptasol Fotovoltaica 19, S.I | eville (SP) | 100.00 | bengoa Solar PV, S.A./Casaquemada Fotovoltaica, S.L | $a-b$ | -5 | |||
| aptasol Fotovoltaica 20, S.L | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A.Ainares Fotovoltaica, S.L | $a-b$ | 4 | ||
| aptasol Fotovoltaica 21, S.L | eville (SP) | 60 | 100.00 | bengoa Solar PV, S.A./Linares Fotovoltaica, | $a-b$ | |||
| Captasol Fotovoltaica 22, S. | wille (SP) | 60 | 100.0 | bengoa Solar PV, S.A./Linares Fotovoltaica | $a-b$ | |||
| Captasol Fotovoltaica 23, S.I | ville (SP) | 60 | 100.0 | bengoa Solar PV, S.A./Linares Fotovoltaica | a-b | |||
| aptasol Fotovoltaica 24, S.I | eville (SP) | 60 | 100.0 | lbengoa Solar PV, S.A./Linares Fotovoltaica, S.L | $a-b$ | |||
| Captasol Fotovoltaica 25, S.L | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L | $a-b$ | -5 | ||
| Captasol Fotovoltaica 26, S.L | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L | $a-b$ | 4 | ||
| Captasol Fotovoltaica 27, S. | eville (SP | 60 | 100.0 | Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L | $a-b$ | |||
| Captasol Fotovoltaica 28, S.I | ville (SP) | 60 | 100.0 | Abengoa Solar PV, S.A./Linares Fotovoltaica, | a-b | |||
| aptasol Fotovoltaica 29, S. | eville (SP | 60 | 100.0 | bengoa Solar PV, S.A./Linares Fotovoltaica | $a-b$ | |||
| aptasol Fotovoltaica 30, S. | eville (SP | 60 | 100.0 | bengoa Solar PV, S.A./Linares Fotovoltaica, | a-b | |||
| Captasol Fotovoltaica 31, S.L | 60 | 100.0 | Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L | $a-b$ | -5 | |||
| Captasol Fotovoltaica 32. S.L | eville (SP)eville (SP | 60 | 100.00 | Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L | a-b | |||
| Captasol Fotovoltaica 33, S.L | wille (SP | 60 | 100.0 | Abengoa Solar PV, S.A./Linares Fotovoltaica, | $a-b$ | |||
| Captasol Fotovoltaica 34, S.L | lle (SP | 60 | 100.0 | Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L | $a-b$ | |||
| aptasol Fotovoltaica 35, S.L | 60 | 100.00 | Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L | $a-b$ | ı, | |||
Appendix I
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | RegisteredAddress | AmountinThousandsof€ | % ofNominalCapital | Parent Company | $(*)$ | See(Page 8) | Activity (SeePage 8) | Auditor |
| aptasol Fotovoltaica 36, S.L | wille (SP) | 61 | 100.00 | Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L | a-h | |||
| aptasol Fotovoltaica 37, S.Laptasol Fotovoltaica 38, S.L | eville (SP)(SP) elliw | 60 | 100.00 | Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L. | a.b | $\mathcal{R}$$\mathcal{A}_1$ | ||
| aptasol Fotovoltaica 39, S.L. | eville (SP) | 6060 | 100.00 Abengoa Solar PV, S.A./Linares Fotovoltaica, S.L.100.00 Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | a-h$a-b$ | $\mathcal{A}_i$ | |||
| aptasol Fotovoltaica 40, S.L. | eville (SP) | 60 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$ | $\mathcal{A}_1$ | |||
| Captasol Fotovoltaica 41, S.L. | eville (SP) | 60 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$ | $\mathcal{L}_\mathrm{L}$ | |||
| Captasol Fotovoltaica 42, S.L. | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | a-h | $\mathcal{A}_2$ | ||
| Captasol Fotovoltaica 43, S.L | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | a-b | $\mathcal{A}_1$ | ||
| Captasol Fotovoltaica 44, S.Laptasol Fotovoltaica 45, S.L. | Seville (SP)Seville (SP) | 6060 | 100.00100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A.Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$a-b | $\mathcal{A}_1$$-5$ | ||
| Captasol Fotovoltaica 46, S.L. | Seville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$ | $-5$ | ||
| aptasol Fotovoltaica 47, S.L | Seville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | a-b | $-5$ | ||
| Captasol Fotovoltaica 48, S.L | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$ | $-5$ | ||
| antasol Fotovoltaica 49, S.L | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | a-b | $-5$ | ||
| aptasol Fotovoltaica 50, S.Laptasol Fotovoltaica 51, S.L | eville (SP) | 6( | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | a-b | $-5$ | ||
| aptasol Fotovoltaica 52, S.L | eville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A.Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b | $-5$ | |||
| aptasol Fotovoltaica 53, S.L | eville (SP)eville (SP) | 99.9499.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | a-b$a-b$ | $-5$$-5$ | |||
| aptasol Fotovoltaica 54, S.I | eville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | a-b | -5 | |||
| aptasol Fotovoltaica 55 | eville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | ||||
| aptasol Fotovoltaica 56, S. | eville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | ||||
| aptasol Fotovoltaica 57, S.I | eville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | $-5$ | |||
| aptasol Fotovoltaica 58, S.Iaptasol Fotovoltaica 59, S. | wille (SP) | 99.9499.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.AAbengoa Solar España, S.A./Abengoa Solar PV, S | $a-b$ | ||||
| aptasol Fotovoltaica 60, S.I | ville (SP)ille (SP | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$a-b | ||||
| aptasol Fotovoltaica 61, S. | ville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | a-b | ||||
| aptasol Fotovoltaica 62, S.I | ville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | -5 | |||
| aptasol Fotovoltaica 63, S.I | wille (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | a-b | -5 | |||
| aptasol Fotovoltaica 64, S.I | ville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | a-b | ||||
| aptasol Fotovoltaica 65, S.Lantasol Fotovoltaica 66, S.L | ille (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.AAbengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$ | -5 | ||||
| aptasol Fotovoltaica 67. S. | (SP)ville (SP) | 99.9499.9 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | $\mathcal{S}_\mathrm{c}$ | |||
| aptasol Fotovoltaica 68. S. | ville (SP) | 000 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | Ję. | |||
| aptasol Fotovoltaica 69, S. | wille (SP) | 99.9 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | ||||
| aptasol Fotovoltaica 70, S. | ville (SP) | aa a | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | ||||
| aptasol Fotovoltaica 71, S.L | ville (SP) | 99.97 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A | ash | 5 | |||
| aptasol Fotovoltaica 72, S.Laptasol Fotovoltaica 73, S.L | ville (SPPville (SP) | 99.999.92 | Abengoa Solar España, S.A./Abengoa Solar PV, S.AAbengoa Solar España, S.A./Abengoa Solar PV, S.A | a-ha-h | Ję. | |||
| aptasol Fotovoltaica 74, S.L | (SP) eville | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-h | Ję. | |||
| aptasol Fotovoltaica 75, S.L. | Seville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | ash | ||||
| aptasol Fotovoltaica 76, S.L. | eville (SP) | 00.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a.b | .g | |||
| Captasol Fotovoltaica 77, S.L. | eville (SP) | 99.94 | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b | -5 | |||
| aptasol Fotovoltaica 78, S.L. | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$ | $-5$ | ||||
| Captasol Fotovoltaica 79, S.L.Carpio Solar Inversiones, S.A. | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A.Abengoa Solar España, S.A./Abengoa Solar New Technologies, S.A. | a-b | $-5$ | ||||
| Casaquemada Fotovoltaica, S.L | Seville (SP)seville (SP) | 602.816 | 100.00100.00 | Abengoa Solar PV, S.A. | $a-b$$a-b$ | (5)(5) | ||
| Centro Industrial y Logístico Torrecúellar, S.A. | Seville (SP) | 60 | 100.00 | Instalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | $a-b$ | (4) | ||
| Ientro Tecnológico Palmas Altas, S.A. | Seville (SP) | 12,899 | 100.00 | Abengoa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | $a-b$ | (7) | ||
| Construcciones Metalicas Mexicanas, S.A. De CV | Queretaro (MX) | 13,09 | 100.00 | Europea Const. Metálicas, S.A./Abengoa México, S.A. de C.V. | $a-b$ | (4) | A | |
| Complejo Medioambiental Tierra de Campos, S.L | alencia (SP) | 46 | 77.00 | Befesa Gestión de Residuos Industriales, S.L. | $a-b$ | (2) | ||
| Construcciones y Depuraciones, S.A.Construtora Integração Ltda | eville (SP) | 7,800 | 100.00 | Befesa Agua S.A.U.Abengoa Brasil, S.A | a-b | (2)(4) | А | |
| Copero Solar Huerta Uno, S.A. | . de Janeiro (BR)wille (SP) | 44 | 51.0050.0 | Abengoa Solar PV, S.A | a-ba-b | (5) | AA | |
| opero Solar Huerta Dos, S.A. | eville (SP) | $\Delta A$ | 50.0 | Abengoa Solar PV, S.A | $a-b$ | (5) | A | |
| opero Solar Huerta Tres, S.A. | eville (SP) | 44 | 50.00 | Abengoa Solar PV, S.A | $a-b$ | (5) | A | |
| opero Solar Huerta Cuatro, S.A. | eville (SP) | 44 | 50.00 | Abengoa Solar PV, S.A | $a-b$ | (5) | A | |
| lopero Solar Huerta Cinco, S.A. | eville (SP) | 44 | 50.00 | Abengoa Solar PV, S.A | $a-b$ | (5) | A | |
| opero Solar Huerta Seis, S.Appero Solar Huerta Siete | eville (SP) | 4444 | 50.00 Abengoa Solar PV, S.AAbengoa Solar PV, | a-b | (5) | A | ||
| opero Solar Huerta Ocho, | ville (SP)wille (SP) | 44 | 50.0050.00 | Abengoa Solar PV, S.A | $a-b$$a-b$ | (5)(5) | AA | |
| opero Solar Huerta Nueve, | wille (SP) | $4\epsilon$ | 50.00 | Abengoa Solar PV, S.A | a-b | (5) | А | |
| opero Solar Huerta Diez, S.A | wille (SP) | 44 | 50.00 | Abengoa Solar PV, S.A | $a-b$ | (5) | A | |
| ovisa. Cogeneración Villaricos. S.A. | ville (SP) | 5.95 | 99.20 | Abener Inversiones, S.I | a-b | (4) | ||
| vcon Solar, LTD | yprus (GR) | 66.0 | Abengoa Solar Internacional, S.A | a-b | (5) | |||
| mange Inversiones, S.L.OTN, Data Transmission Network | Madrid (SP | 100.0 | aptasol Fotovoltaica 56, S.L/Captasol Fotovoltaica 55, S.LTelvent Export S.A | $(*)$ | $a-b$ | (5) | ||
| cija Solar Inversiones, S.A. | Minneapolis (USA)ville (SP) | 189,0761 | 100.00100.00 | Abengoa Solar, S.A | $a-b$a-b | (3)(5) | $\overline{B}$ | |
| coagricola S.A. | (SP) | 58 | 100.0 | Abengoa Bioenergía, S.I. / Ecocarburantes, S.A. | a-b | (1) | ||
| Cocarburantes Españoles, S.A. | Vlurcia (SP | 10.17 | 05.1 | Abengoa Bioenergía, S.A | $a-b$ | (1) | ||
| covedras. S.A | mes Vedras (PT) | 78.0 | Mianza Medioambiental, S.L | (2) | ||||
| Energoprojekt-Gliwice, S.A. | iwice (PL | 5.67 | 100.0 | Abener Energía, S.A | (4) |
Annual Report 2010ABENGOA
Appendix I
| Enemova Ayamonte, S.A. | uelva (SP) | 2.28 | Abener Inversiones, S.L91.00 | a-h | |||
|---|---|---|---|---|---|---|---|
| nicar Chile, S.A. | antiago (CL | 11 | Abengoa Chile, S.A.100.0 | a-h | (4)(6) | ||
| Europea Construcciones Metálicas, S.A. | eville (SP | Abeinsa Ingeniería y Construcción Industrial, S.A./Abengoa Solar, S.A.100.00 | (4): (5 | ||||
| aritel S.A | 7.12 | eyma Forestal S.A | |||||
| 100.00 | a-b | (4) | |||||
| Financiera Soteland, S.A. | Iontevideo (UY) | 367 | Asa Investment AG100.00 | $a-b$ | (8) | ||
| iotovoltaica Solar Sevilla, S.A. | eville (SP) | 80 | Abengoa Solar España, S.A80.0 | $a-b$ | |||
| reener-g LLC | Ainneapolis (USA) | 534 | Abengoa Solar, S.A76.00 | $a-b$ | (5) | ||
| undación Santa Angela para Grupos Vulnerables | Buenos Aires (AR) | Teyma Abengoa, S.A.100.00 | $a-b$ | (4) | |||
| ialdán, S.A | Vavarra (SP) | 1,485 | Befesa Aluminio, S.I100.00 | (2) | |||
| Seida Skikda, S.L | Madrid (SP) | 7,546 | Befesa Aqua, S.A.U/Construcciones y Depuraciones, S.A67.00 | a-b | (3) | ||
| Gestión de Evacuación Don Rodrigo, S.L. | seville (SP) | olargate Electricidad Uno, S.A./Solargate Electricidad Dos, S.A./Solargate Electricidad Tres, S.A./Solargate Electricidad Cuatro,100.00i.A./Solargate Electricidad Cinco, S.A./Helioenergy Electricidad Once, S.A./Helioenergy Electricidad Doce, S.A. | $\left( \bar{z} \right)$ | $a-b$ | (5) | ||
| Gestión Integral de Proyectos e Ingenieria, S.A. De C.V. | Aexico D.F. (MX) | Telvent México, S.A.99.8 | $a-b$ | (3) | $\overline{B}$ | ||
| Gestión Integral de Recursos Humanos, S.A. | eville (SP) | 64 | Telvent Corporation, S.L./Telvent Energia, S.A.99.98 | $a-b$ | (9) | $\Lambda$ | |
| Global Engineering Services LLC. | Delaware (USA) | Tarefix, S.A.92.00 | $a-b$ | (4) | |||
| Harper Dry Lake Land Company LLC | elaware (USA) | Abengoa Solar Inc1000 | (5) | ||||
| Helio Energy Electricidad Tres, S.A | eville (SP | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | aik | (5) | ||
| Helio Energy Electricidad Cuatro, S.A | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | ||||||
| eville (SP) | 60 | 100.0 | a-b | (5) | |||
| Helio Energy Electricidad Cinco, S.A | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | a-b | (5) | ||
| Helio Energy Electricidad Seis, S.A. | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | a-b | (5) | ||
| Helio Energy Electricidad Siete, S.A | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | $a-b$ | (5) | ||
| Helio Energy Electricidad Ocho, S.A | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.00 | a-b | (5) | ||
| Helio Energy Electricidad Nueve, S.A | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.00 | $a-b$ | (5) | ||
| Helio Energy Electricidad Dlez, S.A. | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.00 | a-b | (5) | ||
| Helio Energy Electricidad Once, S.A | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | a-b | (5) | ||
| Helio Energy Electricidad Doce, S.A. | Seville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.00 | $a-b$ | (5) | ||
| Helio Energy Electricidad Trece, S.A. | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | $a-b$ | (5) | ||
| Helio Energy Electricidad Catorce, S.A | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | $a-b$ | (5) | ||
| Helio Energy Electricidad Quince, S.A. | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | $a-b$ | (5) | ||
| Helio Energy Electricidad Dieciseis, S.A. | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | $a-b$ | (5) | ||
| Helio Energy Electricidad Diecisiete, S.A | Pville (SP | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | a-h | (5) | ||
| Helio Energy Electricidad Dieciocho, S.A | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | ||||||
| eville (SP | 60 | 100.0Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | |||
| Helio Energy Electricidad Diecinueve, S.A | wille (SP) | 60 | 100.0 | a-b | (5) | ||
| Helio Energy Electricidad Veinte, S.A. | eville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A100.0 | $a-b$ | (5) | ||
| Helioenergy Electricidad Veintiuno, S.A | eville (SP) | 60 | Abengoa Solar España, S.A99.9 | $a-b$ | (5) | ||
| Helioenergy Electricidad Veintidos, S.A | eville (SP) | 60 | Abengoa Solar España, S.A99.99 | $a-b$ | (5) | ||
| Helioenergy Electricidad Veintitres, S.A. | eville (SP) | 60 | Abengoa Solar España, S.A.gg gc | a-b | (5) | ||
| Helioenergy Electricidad Veinticuatro, S.A. | eville (SP) | 60 | Abengoa Solar España, S.A99.99 | a-b | (5) | ||
| Helioenergy Electricidad Veinticinco, S.A | eville (SP) | 60 | Abengoa Solar España, S.A99.99 | $a-b$ | (5) | ||
| Helios I Hyperion Energy Investments, S.I. | eville (SP) | 1,497 | Hypesol Energy Holding, S.L85.00 | $a-b$ | (5) | A | |
| Helios II Hyperion Energy Investments, S.L. | Madrid (SP) | 1,497 | Hypesol Energy Holding, S.L85.00 | a-b | (5) | $\Lambda$ | |
| Hidro Abengoa, S.A. De C.V. | Vlexico D.F. (MX) | Abengoa México, S.A. de C.V./ Befesa Agua, S.A.U.100.00 | a-b | (2) | |||
| Hynergreen Technologies, S.A | eville (SP) | 917 | Abeinsa Ingeniería y Construcción Industrial, S.A./ Instalaciones Inabensa, S.A.100.0 | a-h | (4) | $\Lambda$ | |
| Hypesol Energy Holding, S.L. | seville (SP) | 5.353 | Abengoa Solar España, S.A.100.0 | $a-b$ | (5) | ||
| abensa Bharat Private Limited | Vew Delhi (IN) | 576 | Abener Energía, S.A./Instalaciones Inabensa, S.A.100.0 | a-h | (4) | $\Delta$ | |
| Inabensa Electric and Electronic Equipment Manufacturing (Tiajin )Co. Ltda. | Tianiin (CH | 188 | stalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A.100.0 | (4) | $\mathsf{D}$ | ||
| Inabensa Fotovoltaica. S.L | nstalaciones Inabensa, S.A./C.I.L. Torrecuéllar, S.A | ||||||
| eville (SP) | 100.0 | a-b | (4) | ||||
| Inabensa France, S.A | ierrelate (FR) | 550 | stalaciones Inabensa, S.A.100.0 | $a-b$ | (4) | $\Lambda$ | |
| Inabensa Maroc, S.A | Tanger (MA | nstalaciones Inabensa, S.A100.0 | $a-b$ | (4) | $\mathbb A$ | ||
| Inabensa Portugal | sboa (PT) | 280 | stalaciones Inabensa, S.A100.0 | $a-b$ | (4) | A | |
| nabensa Rio Ltda | de Janeiro (BR) | efesa Brasil, S.A./Abengoa Brasil, S.A100.0 | a-b | (4) | A | ||
| abensa Saudi Arabia, LLC | Dammam (SA) | 93 | stalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A.100.00 | a-b | (4) | $_{\rm B}$ | |
| Inabensa Seguridad, S.A. | eville (SP) | 61 | stalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A.100.0 | a-b | (4) | ||
| Inabensa, S.A. | eville (SP) | 17,307 | Negocios Industriales y Comerciales, S.A./Abener Energía, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A100.00 | a-b | (4) | $\Lambda$ | |
| niciativas Hidroeléctricas de Aragón y Cataluña S.L | Huesca (SP) | 95.00Befesa Agua, S.A.U | $(*)$ | a | (2) | ||
| niciativas Hidroeléctricas, S.A. | Seville (SP) | 1.227 | Negocios Industriales y Comerciales, S.A./Befesa Agua, S.A.U.51.0 | $a-b$ | (2) | A | |
| iiciativas Medioambientales, S.L. | eville (SP) | Befesa Gestión de Residuos Industriales, S.L.100.0 | $a-b$ | (2) | |||
| solation 1, S.R.L | tome (IT) | 45 | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.0 | $a-b$ | (5) | ||
| solation 2. S.R.L | ome (IT) | 45 | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.0 | a-h | (5) | ||
| solation 3, S.R.L | ame (IT) | ٨ß | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.0 | ||||
| solation 17, S.R. | ome (IT | 16 | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.0 | a-b | (5) | ||
| solation 18, S.R. | ome (IT) | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.0 | a-b | (5) | |||
| solation 19, S.R.I | (ome (IT) | 16i | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.0 | $a-b$ | (5) | ||
| nsolation 20, S.R.L | tome (IT) | 168 | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.0 | $a-b$ | (5) | ||
| solation Sic 4, S.R.L | 168 | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.00 | $a-b$ | (5) | |||
| solation Sic 5, S.R.I | ome (IT) | ||||||
| alermo (IT) | 168 | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.00 | $a-b$ | (5) | |||
| solation Sic 6, S.R.L | Palermo (IT) | 168 | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.00 | $a-b$ | (5) | ||
| solation Sic 7, S.R.I | alermo (IT) | 168 | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.0 | a-b | (5) | ||
| solation Sic 8, S.R.L | alermo (IT) | 168 | Abengoa Solar PV, S.A./Abengoa Solar, S.A100.00 | a-b | (5) | ||
| solation Sic 9, S.R.L | Palermo (IT) | 168 | Abengoa Solar PV, S.A./Abengoa Solar, S.A.100.00 | $a-b$ | (5) | ||
| nsolation Sic 10, S.R.L | alermo (IT) | 168 | Abengoa Solar PV, S.A./Abengoa Solar, S.A.100.00 | $a-b$ | (5) | ||
| Insolation Sic 11, S.R.L | Palermo (IT) | 168 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar, S.A. | a-b | (5) |
| !"!#$%!&'()("$! !*+!+%"!, | ||||||||
|---|---|---|---|---|---|---|---|---|
| &-$. $/,+ !0&1!% !2 | ||||||||
| 3 | 4,!"+ 5+"" | <& +&$!,5% ! | 97 3! $ | * + : | 1;2 | < 1* ,=25#!>! :1< | ||
| ?@ABACA | D EFGH | 6&%""78 | ! $ | I JJAJJK LEDM@AANK LE@AA | O | OK | FH | * ,=25%!+O |
| P@ABACA | ||||||||
| Q@ABACA@ABACA | B FGH | I JJAJJ | ||||||
| I@ABACAR? GEE STE@ACA | R FDH | O JJAJJK ?R? @ACAN? K @AA | O | OK | FQH | O | ||
| R? GEE STE@?ACAR? GEE STE@PACA | ||||||||
| K AD?UAC | UFVH | Q JJAJJ? K @AA | O | OK | FQH | |||
| R EEW E@AAZSDS?X[E FDEE ?EUHC | LFCH\S? LF]H | ?@I JJAJJK LX @AAO JJAJJK LES?X[E FDEE ?EUHC | OF^H | OKOK | FQHYFIHFH | O | ||
| ZX DS?X[E FDEE ?EUHCZ ?? @AA | _? RFV`H | a JJAJJG U?ES @AA | O | OK | FQH | O | ||
| CAGABE ?U_? EE U@AA] AMA | _ ]AAF_bH | ?@cP JJAJJR ? ?\NK L_T AAAMAN? K @AA | O | OK | FQH | |||
| CK d?R? @ACACK dE@ACA | R FDHR FDH | P JJAJJ | a@cP JJAJJK LEDM@AAS@ACA | OO | OKOK | FHFH | O | |
| C E ?R? @ACAC I?eE? eE ? @AA] AMA | R FDH_ ]AAF_bH | P@aP JJAJJK LEDM@AA? JJAJJK L_T @AAAMANK L@AA | OO | OKOK | FHFQH | O | ||
| C XM EGE EW EL @AA | fE FfBH | a@IIQ | AJJK L fE gLAA | O | OK | FQH | ||
| CLEhER E @AA_S?ES?ECA | W?ESEFDHBAk EFfBH | O | JA | O JJAJJK LEWi@AANK LEe jG XL @AAJK L l fE gL@AA | F^HO | OKOK | FHFQH | O |
| _E DM@ACA_E DM?@ACA | R FDHR FDH | ?P JJAJJ | a@JJJ JJAJJCK d?R? @ACANK LEDM@AA | O | OK | FH | O | |
| _E DMP@ACA_E DMQ@ACA | ||||||||
| _E DM@ACA | ||||||||
| _E DMI@ACA_E DMa@ACA | ||||||||
| _E DM@ACA_E DMc@ACA | ||||||||
| _E DMJ@ACA | ||||||||
| _E DM@ACA_E DM?@ACA | ||||||||
| _E DMP@ACA_E DMQ@ACA | ||||||||
| _E DM@ACA | ||||||||
| _E DMI@ACA_E DMa@ACA | ||||||||
| _E DM@ACA_E DMf@ACA | ||||||||
| _E DMf?@ACA_E DMfP@ACA | ||||||||
| _E DMfQ@ACA | ||||||||
| _E DMf@ACA_E DMfI@ACA | ||||||||
| _E DMfa@ACA_E DMf@ACA | ||||||||
| _E DMfc@ACA | ||||||||
| _E DMfJ@ACA_E DMf@ACA | ||||||||
| _E DMf?@ACA_E DMfP@ACA | ||||||||
| _E DMfQ@ACA_E DMf | ||||||||
| @ACA_E DMfI@ACA | ||||||||
| _E DMfa@ACA_E DMf@ACA | ||||||||
| _E DM@ACA_E DM?@ACA | ||||||||
| _E DMP@ACA | ||||||||
| _E DMQ@ACA_E DM@ACA | O | OK | FQH | O | ||||
| _E DMI@ACA | O | OK | FH | O | ||||
| _E DMa@ACA_E DM@ACA | ||||||||
| _E DMc@ACA_E DMJ@ACA | ||||||||
| _E DM@ACA | ||||||||
| _E DM?@ACA_E DMP@ACA | ||||||||
Annual Report 2010ABENGOA
Appendix I
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | RegisteredAddress | AmountinThousands of $\epsilon$ | % ofNominaCapital | Parent Company | $(*)$ | SeePage 8) | Activiv (Seeage 8 | Auditor |
| Marismas PV C15, S.L | eville (SP) | 12 | 100.0 | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A | a-h | (5) | ||
| Marismas PV C16, S.L. | eville (SP) | 12 2 | 100.0 | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. | a-h | (5) | ||
| Marismas PV C17, S.L. | eville (SP) | 12 2 | 100.0 | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. | a-h | (5) | ||
| Marismas PV C18, S.LMarismas PV E1, S.L. | pville (SP) | $12^{t}$ | 100.0 | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A.Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A | a-h | (5) | ||
| Marismas PV E2, S.L. | Seville (SP)eville (SP) | 12.12. | 100.0100.0 | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. | $a-b$$a-b$ | (5)(5) | ||
| Marismas PV E3, S.L. | seville (SP) | 12. | 100.0 | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. | a-b | (5) | ||
| Marudhara Akshay Urja Private Limited | Maharashtra (IN) | 100.0 | Abengoa Solar India Private Limited/Abengoa Solar Internacional. S.A. | $(\star)$ | a-h | (5) | ||
| Marusthal Green Power Private Limited | Maharashtra (IN) | 100.0 | Abengoa Solar India Private Limited/Abengoa Solar Internacional, S.A. | $(\star)$ | a-h | (5) | $\overline{A}$ | |
| Matchmind Software Ltda. | iao Paulo (BR) | 23 | 100f | Telvent Global Services, S.A. | (4) | a-h | (3) | |
| Mojave Solar LLC | Berkeley (USA) | 100.0 | Abengoa Solar, Inc. | $a-b$ | (5) | |||
| MRH-Residuos Metálicos, S.L. | /izcaya (SP) | 28.66 | 100.0 | Befesa Medio Ambiente, S.A. | $a-b$ | 2:6 | ||
| Mundiland, S.A. | Montevideo (UY) | 2.90 | 100.00 | Telvent Factory Holding AG | a-b | (6) | ||
| New Cairo Wastewater CompanyNicsa Fornecimiento de Materiais Eléctricos Ltda | seville (SP). de Janeiro (BR) | 100.00100.0 | Befesa Agua, S.A.U.Abeinsa Ingeniería y Construcción Industrial, S.A./Negocios Industriales y Comerciales, S.A | $(*)$ | a-b | (2)(4) | ||
| Nicsa Industrial Supplies Corporation | Houston (USA) | 790 | 100.0 | Negocios Industriales y Comerciales, S.A. | a-b$a-b$ | (4) | ||
| Nicsa Mexico, S.A. de C.V. | Mexico D.F. (MX) | 99.8 | Negocios Industriales y Comerciales, S.A./Abengoa México, S.A. de C.V. | $a-b$ | (4) | $\mathbb A$ | ||
| Nicsa Suministros Industriales, S.A. | Buenos Aires (AR) | 100.00 | Befesa Argentina, S.A./Teyma Abengoa, S.A. | $a-b$ | (4) | $\Delta$ | ||
| Nicsa, Negocios Industr. y Comer. S.A. | Madrid (SP) | 1.791 | 100.00 | Abencor, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | $a-b$ | (2) | $\epsilon$ | |
| Norventus Atlántico, S.L. | A Coruña (SP) | 70.00 | Instalaciones Inabensa, S.A. | $(*)$ | $a-b$ | (4) | ||
| NRS Consulting Engineers | Texas (USA) | 5.057 | 51.00 | Befesa Agua, S.A.U. | a-b | (2) | $\overline{A}$ | |
| NTE, Nordeste Transmissora de Energía, S.A. | l. de Janeiro (BR) | 114,113 | 100.0 | Abengoa Concessoes Brasil Holding, S.A. | $a-b$ | (4) | $\mathbb A$ | |
| OMEGA Operação e Manutenção de Linhas de Transmissão, S.A. | l. de Janeiro (BR) | 175 | 100.0 | Instalaciones Inabesa S.A./Abengoa Brasil, S.A. | $a-b$ | (4) | A | |
| Palmatir, S.A. | Montevideo (UY) | 67 | 100.0 | Teyma Sociedad de Inversión S.A./Instalaciones Inabensa, S.A. | $(*)$ | a-b | (4) | |
| Palmucho, S.A.Power Structures Inc | Santiago (CL) | 100.0 | Abengoa Chile, S.A. / Enicar Chile, S.A.Construcciones Metalicas Mexicanas, S.A. De CV | a-b | (4) | А | ||
| Precosa, Puerto Real Cogeneración, S.A. | elaware (USA)adiz (SP) | 176 | 100.099.1 | Abener Inversiones, S.L. | a-ba-b | (5)(4) | $\mathbb A$ | |
| Procesos Ecológicos Carmona 1, S.A. | eville (SP) | 6 2 | 100.0 | Procesos Ecológicos, S.A./Alianza Medioambiental, S.L. | $a-b$ | (2) | ||
| Procesos Ecológicos Carmona 2, S.A. | eville (SP) | 91 | 100.0 | Befesa Agua, S.A.U./Procesos Ecológicos, S.A | $a-b$ | (2) | ||
| Procesos Ecológicos Lorca 1, S.A. | eville (SP) | 180 | 100.0 | Befesa Agua, S.A.U./Procesos Ecológicos, S.A. | a-b | (2) | ||
| Procesos Ecológicos Vilches, S.A | eville (SP) | 1,29 | 100.0 | Befesa Agua, S.A.U./Procesos Ecológicos, S.A. | a-b | (2) | $\mathbb{A}$ | |
| Proyectos de Inversiones Medioambientales, S.L. | (izcaya (SP) | 334,60 | 100.0 | Siema AG/Asa Environment AG | a-b | (6) | ||
| Qingdao BCTA Desalinataion Co. Ltd. | Qingdao (CH) | 13,91 | 91.7 | Befesa CTA Qingdao, S.L | $(*)$ | a | (2) | A |
| Rajathan Photon EnergyResiduos Ind. De la Madera de Córdoba, S.A. | Maharashtra (IN) | 100.0 | Abengoa Solar India Private Limited/Abengoa Solar Internacional, S.A | $(*)$ | a-b | (5) | А | |
| Rioglass Solar, Inc. | Cordoba (SP) | 61 | 71.0 | Befesa Gestión de Residuos Industriales, S.LRioglass Solar Holding, S.A | a-b | (2) | ||
| S.E.T Sureste Peninsular, S.A. De C.V | Delaware (USA)Mexico D.F. (MX) | 751,65 | 100.0100.0 | Abengoa México, S.A. de C.V./Instalaciones Inabensa, S.A. | (?) | a-ba-b | (5)(4) | А$\mathbb A$ |
| Sanlucar Solar, S.A | seville (SP) | 8.63 | 100.0 | Abengoa Solar, S.A./Asa Environment | $a-b$ | (4) | $\overline{A}$ | |
| SAS Abengoa Bioenergia Biomasse France | Arance (FR) | 100.0 | Abengoa Bioenrgia, S.A | $a-b$ | (1) | |||
| Scios. Aux. Admon., S.A. De C.V | Mexico D.F. (MX) | 99.8 | Abengoa México, S.A. de C.V./Abengoa, S.A. | $a-b$ | $\langle \Delta \rangle$ | $\Delta$ | ||
| Servicios de Ingenieria IMA, S.A. | antiago (CL) | 2,85 | 60.0 | Abengoa Chile, S.A. | $a-b$ | (4) | $\mathbb A$ | |
| Shariket Tenes Lilmiyah Spa | \rgel (DZ) | 9,88 | 51.0 | Befesa Aguas Tenes, S.L. | a-b | (2) | ||
| Siema AG | ug (SZ) | 8.75 | 100.0 | iema AG | a-b | (6) | ||
| Simosa I.T., S.A | eville (SP) | 100.0 | Abengoa, S.A./Simosa, S.A. | $a-b$ | $\cdot$ | А | ||
| simosa IT Uruguay, S.Aimosa IT US, LLC | Montevideo (UY) | 100.0 | imosa IT, S.Aimosa IT, S.A | $(*)$ | $a-b$ | (3) | А | |
| Servicios Integrales de Mantenimiento y Operaciones, S.A. | hesterfield (USA)seville (SP) | 125 | 100.0100.00 | Negocios Industriales y Comerciales, S.A./Abengoa, S.A. | $(*)$ | a-ba-b | (3)$Q_{\perp}$ | $\epsilon$ |
| Sinalan, S.A | Montevideo (UY) | 100.00 | Teyma Forestal, S.A | a-b | (4) | |||
| Sistemas de Desarrollo Sustentables S.A. De C.V. | Mexico D.F. (MX) | 4.86 | 100.00 | Befesa México, S.A. De C.V./Abengoa México, S.A. de CV | $a-b$ | $(2)$ $(4)$ | $\Delta$ | |
| Soc. Inver. En Ener. y Medioambiente, S.A. | eville (SP) | 93.00 | 100.0 | Abengoa, S.A./Negocios Industriales y Comerciales, S.A. | a-b | (6) | $\Delta$ | |
| Sociedad Inversora Lineas de Brasil, S.L | eville (SP) | 12.79 | 100.0 | sa Iberoamérica, S.L | $a-b$ | 4: (6) | ||
| Barcelona (SP) | 6.76 | 100.0 | Abengoa Solar, S.A | a-b | (5) | D | ||
| Solaben Electricidad Uno, S.A. | adajoz (SP) | 61 | 100.0 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | А | |
| Solaben Electricidad Dos, S.A. | ladaioz (SP) | 100.0 | Abengoa Solar España, S.A./ Logrosán Solar Inversiones, S.A | a-b | (5) | |||
| Solaben Electricidad Tres, S.A | ładajoz (SP) | 70.0 | Abengoa Solar España, S.A./ Logrosán Solar Inversiones, S.A. | a-b | (5) | |||
| Solaben Electricidad Cuatro, S.ASolaben Electricidad Cinco, S.A. | adajoz (SP) | 6160 | 100.0100.0 | Abengoa Solar España, S.A./Abengoa Solar NT,S.AAbengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5)(5) | ||
| Solaben Electricidad Seis, S.A. | adajoz (SP)adajoz (SP) | 60 | 100.0 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b$a-b$ | (5) | ||
| Solaben Electricidad Siete, S.A | adajoz (SP) | 60 | 100.0 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| Solaben Electricidad Ocho, S.A | adaioz (SP | 60 | 100.0 | Abengoa Solar España, S.A/Abengoa Solar New Technologies, S.A | a-b | (5) | ||
| Solaben Electricidad Nueve, S.A. | adajoz (SP | 61 | 100.0 | Abengoa Solar España, S.A/Abengoa Solar New Technologies, S.A | a-b | (5) | ||
| Solaben Electricidad Diez, S.A | Badajoz (SP | 61 | 100.0 | bengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| Solaben Electricidad Once, S.A | Badajoz (SP | 60 | 100.0 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| Solaben Electricidad Doce, S.A. | Badajoz (SP | 60 | 100.0 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| Solaben Electricidad Trece, S.A. | Jadajoz (SP | 60 | 100.0 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | |||
| Solaben Electricidad Catorce, S.A | Jadaioz (SI | 100 0 | Abengoa Solar España, S.A./Abengoa Solar NT, S./ | a-h | ||||
| Solaben Electricidad Quince, S.A.Solaben Electricidad Dieciseis S.A | ładajoz (SP | 6060 | 100.0100.0 | Abengoa Solar España, S.A./Abengoa Solar NT, S.AAbengoa Solar España, S.A./Abengoa Solar NT, S.A | a-ha-b | (5)(5) | ||
| Solaben Electricidad Diecisiete, S.A. | Badaioz (SPadajoz (SP) | 60 | 100.0 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| Solaben Electricidad Dieciocho, S.A. | adajoz (SP) | 60 | 100.0 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solaben Electricidad Diecinueve, S.A. | Badajoz (SP) | 100.0 | .Abengoa Solar España, S.A./Abengoa Solar NT, S.A |
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Amountin | % of | See | Activit | |||||
| Name | RegisteredAddress | Thousand | Nomina | Parent Company | $(*)$ | Page 8 | v (See | Auditor |
| sof€ | Capital | Page 8) | ||||||
| Solaben Electricidad Veinte, S.A. | adaioz (SP) | 100.00 Abengoa Solar España, S.A./Abengoa Solar NT, S.A. | ||||||
| olacor Electricidad Uno. S.A | eville (SP) | 33,23 | 74.00 | Carpio Solar Inversiones, S.A | a-b | (5) | ||
| Solacor Electricidad Dos, S.A. | eville (SP) | 33,163 | 74.00 | Carpio Solar Inversiones, S.A. | a-b | (5) | $\Lambda$ | |
| Solacor Electricidad Tres, S.A. | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. | $a-b$ | (5) | ||
| Solar de Receptores de Andalucía, S.A. | eville (SP) | 60 | 100.00 | Abengoa Solar, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solar Nerva, S.L.U. | luelva (SP) | 100.00 | Befesa Gestión de Residuos Industriales, S.L. | $a-b$ | (5) | |||
| Solar Power Plant One (SPP1) | Abener Energía, S.A | |||||||
| rgel (DZ) | 42,111 | 66.00 | a-b | (4) | ||||
| Solar Processes, S.A.(PS-20) | eville (SP) | 14,578 | 100.00 | Abengoa Solar España, S.A | a-b | (5) | $\Lambda$ | |
| Solargate Electricidad Uno, S.A. | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solargate Electricidad Dos, S.A. | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solargate Electricidad Tres, S.A. | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. | $a-b$ | (5) | ||
| Solargate Electricidad Cuatro, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. | $a-b$ | (5) | ||
| iolargate Electricidad Cinco, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| Solargate Electricidad Seis, S.A. | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solargate Electricidad Siete, S.A. | eville (SP) | 60 | 100.00 | .Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solargate Electricidad Ocho, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solargate Electricidad Nueve, S.A. | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. | $a-b$ | (5) | ||
| Solargate Electricidad Diez, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| iolargate Electricidad Once, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solargate Electricidad Doce, S.A. | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| Solnova Electricidad, S.A.AZ-50 | eville (SP) | 30,986 | 100.00 | Solnova Solar Inversiones, S.A. | $a-b$ | (5) | ||
| Solnova Electricidad Dos, S.A. | eville (SP) | 100.00 | Abengoa Solar España, S.A./Abengoa Solar, S.A. | $a-b$ | (5) | |||
| Solnova Electricidad Tres, S.A. | eville (SP) | 30,110 | 100.00 | Solnova Solar Inversiones, S.A. | $a-b$ | (5) | ||
| iolnova Electricidad Cuatro, S.A | eville (SP) | 28,964 | 100.00 | Solnova Solar Inversiones, S.A. | a-b | (5) | ||
| Solnova Electricidad Cinco, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar, S.A. | a-b | (5) | ||
| Solnova Electricidad Séis, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solnova Electricidad Siete, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solnova Electricidad Ocho, S.A | eville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | |||
| Solnova Electricidad Nueve, S.A. | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. | a-b | (5) | ||
| iolnova Electricidad Diez, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| Solnova Electricidad Once, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | (5) | |||
| Solnova Electricidad Doce, S.A | Abengoa Solar España, S.A./Abengoa Solar NT, S.A | $a-b$ | ||||||
| eville (SP) | 60 | 100.00 | $a-b$ | (5) | ||||
| Solnova Solar Inversiones, S.A.Solúcar Andalucía FV1, S.A | eville (SP) | 60 | 99.99 | Abengoa Solar España, S.A.Abengoa Solar PV, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solúcar Andalucía FV2, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solúcar Castilla FV1, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| Solúcar Castilla FV2, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar NT, S.A | a-b | (5) | ||
| eville (SP) | 60 | 100.00 | $a-b$ | (5) | ||||
| Solúcar Extremadura FV1, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Solúcar Extremadura FV2, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar NT, S.A | $a-b$ | (5) | ||
| Soluciones Ambientales del Norte Limitada S.A | antiago (CL) | 100.00 | Befesa Chile Gestión Ambiental Limitada/Abengoa Chile, S.A. | a-b | $(2)$ ; $(4)$ | |||
| Solugas Energía, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar NT, S.A./Abengoa Solar S.A | a-b | (5) | ||
| Son Rivieren (Pty) Limited | sauteng (SDF) | 100.00 | Abengoa Solar South Africa, Pty Ltd | $(*)$ | $a-b$ | (5) | ||
| STE-Sul Transmissora de Energía, Ltda | R. de Janeiro (BR) | 61.348 | 100.00 | Abengoa Concessoes Brasil Holding, S.A. | $a-b$ | (4) | ||
| SYI Metalurji Madencilik Sanayi ve Ticaret A.S | siskenderun (TU) | 8.82 | 100.00 | Befesa Silvermet Turkey, S.L | $(*)$ | (2) | ||
| Tarefix, S.A. | elaware (USA) | Asa Investment AG | $a-b$ | (4) | ||||
| Telvent Arce Sistemas, S.A. | izcaya (SP) | 1,769 | Telvent Tráfico y Transporte, S.A. | a-b | (3) | B | ||
| Telvent Argentina | Buenos Aires (AR | 574 | 100.00 | Telvent Tráfico y Transporte, S.A./Telvent Brasil, S.A. | a-b | (3) | B | |
| Telvent Australia Pty Ltd. | Australia (AUS) | 5.188 | 100.00 | Telvent Git, S.A. | $a-b$ | (3) | B | |
| Telvent Brasil, S.A. | l. de Janeiro (BR) | 12.45 | 100.00 | Telvent Tráfico Y Transporte, S.A./Bargoa, S.A. | a-b | (3) | $\overline{B}$ | |
| Telvent BV | Amsterdam (NL) | 100.00 | iema AG | $a-b$ | (6) | |||
| Telvent Canada, Ltd. | algary (CS) | 14.162 | 100.0 | Telvent Git, S.A. | a-b | (3) | $,$ B | |
| Telvent Chile | antiago (CL) | 100.00 | Telvent Tráfico y Transporte, S.A./Telvent Energia, S.A. | a-b | (3) | |||
| Telvent China | ekin (CN) | 5.50 | 100.00 | Telvent Tráfico y Transporte, S.A | $a-b$ | $(3)$ | $\mathbb{D}$ | |
| Telvent Corporation, S.L | Madrid (SP) | 24.297 | 100.00 | Abengoa, S.A./Siema AG | $a-b$ | (6) | ||
| Telvent Deutschland Gmbh | lamburgo (GE) | 100.00 | Telvent E. Y M. A | $a-b$ | (3) | D | ||
| Telvent Dinamarca | openhaque (DK | 100.0 | Telvent Energia, S.A | $a-b$ | (3) | |||
| Telvent Energia, S.A. | Madrid (SP) | 39,06 | 100.0 | elvent Git, S.A | a-b | (3) | $\overline{B}$ | |
| Telvent Environment, S.A. | eville (SP) | 1.245 | 100.00 | Telvent Energia/Telvent Git, S.A. | $a-b$ | (3) | $\mathbf{B}$ | |
| Telvent Export, S.L | Madrid (SP) | 100.00 | Telvent Git, S.A | $a-b$ | (3) | |||
| Telvent Factory Holding AG | ug (SZ) | 9.35 | 100.00 | Telvent Investment, S.L | $a-b$ | (3): (6) | ||
| Telvent Farradyne Engineering, P.C | Vlarvland (USA | 100.00 | Telvent USA Corporation | $a-b$ | (3) | |||
| Telvent GIT, S.A. | Madrid (SP) | 71,18 | 41.0 | Telvent Corp., S.L./Siema AG | $a-b$ | $3)$ : (6) | B | |
| Telvent Global Services, S.A. | eville (SP) | 100.00 | Telvent Git, S.A | (x) | a-b | (3) | B | |
| Telvent Implantación de Sistemas, S.L. | Madrid (SP) | 100.00 | imosa I.T., S.A | $a-b$ | (3) | |||
| Telvent Investment, S.L | Madrid (SP) | 7.00 | 100.00 | Telvent Corporation, S.L. | $a-b$ | (6) | ||
| Telvent México, S.A. | Aexico D.F. (MX | Telvent Energía, S.A | $a-b$ | (3) | ||||
| Telvent Netherlands BV | ulembora (NL | Telvent Git, S.A | a-b | |||||
| Telvent Portugal, S.A. | sboa (PT) | 100.0 | elvent Global Services, S.A. | a-b | (3) | B | ||
| Telvent Saudi Arabia, Co. Ltd | eddah (SA) | 85 | 100.00 | Telvent Tráfico y Transporte, S.A./Trafinsa, Tráfico e Ingenier., S.A | $a-b$ | $(3)$ | B | |
| Telvent Scandinavia AB | Ostersund (SE) | 334 | 100.00 | Telvent Energía, S.A. | a-b | (3) | $\mathbf{B}$ | |
| Telvent Servicios Compartidos, S.A. | Madrid (SP) | 211 | 100.00 Telvent Energía, S.A./Telvent Git, S.A. | $a-b$ | (9) | $\overline{R}$ |
Appendix I
Dependent Companies included in the 2010 Consolidation Perimeter using the Global Integration Method (Continuation)
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | RegisteredAddress | AmountinThousans of € | % ofNominalCapital | Parent Company | $(*)$ | See(Page 8) | ActivitPage 8) | y (See Auditor |
| Telvent Tráfico y Transporte, S.A. | Madrid (SP) | 6.452 | 100.00 | Telvent Energia/Telvent Git, S.A. | $a-b$ | (3) | ||
| Telvent USA Corporation | Maryland (USA) | 43,35 | 100.0 | Telvent Git | a-b | (3) | ||
| Telvent Venezuela C.A. | Caracas (VE) | 100.00 Telvent Tráfico y Transporte, S.A. | $a-b$ | (3) | $\triangleright$ | |||
| Teyma Abengoa, S.A. | Buenos Aires (AR) | 46,05 | 100.00 | Asa Investment AG/Asa Iberoamérica, S.L./Befesa Argentina, S.A. | a-b | (4) | ||
| Teyma Construcción, S.A. | Montevideo (UY) | 5.66 | 99.00 Teyma Uruguay Holding, S.A. | a-b | (4) | |||
| Teyma Forestal, S.A. | Montevideo (UY) | 541 | 100.00 | Teyma Uruguay Holding, S.A. | a-b | (4) | ||
| Teyma Gestión de Contratos de Construcción e Ingeniería | Seville (SP) | 55 | 92.00 Abeinsa Ingeniería y Construcción Industrial, S.A. | a-b | (4) | |||
| Teyma Medioambiente, S.A. | Montevideo (UY) | 21 | 100.00 | Teyma Uruguay Holding, S.A. | a-b | (4) | ||
| Teyma Paraguay, S.A. | Asunción (PY) | 100.00 | Teyma Servicios de Ingeniería y Construcción Internacional, S.A. | a-b | (4) | |||
| Teyma Servicios de Ingeniería y Construcción Internacional, S.A. | Montevideo (UY) | $\mathcal{P}$ | 100.00 Teyma Uruguay Holding, S.A. | $a-b$ | (4) | |||
| Teyma Sociedad de Inversión, S.A. | Montevideo (UY) | 3.495 | 92.0 | Asa Investment AG | a-b | $(4)$ ; $(6)$ | ||
| Teyma Uruguay ZF, S.A. | Montevideo (UY) | 100.00 Teyma Construcción, S.A. | a-b | (4) | ||||
| Teyma USA & Abener Engineering and Construction Services Partnership | Chesterfield (USA) | 100.00 | Abener Engineering and Construction Services, LLC/Teyma USA Inc. | $(*)$ | a-b | (4) | ||
| Teyma USA Inc. | Delaware (USA) | 100.00 | ASA Investment AG | $a-b$ | (4) | |||
| Trafinsa, Tráfico e Ingenier., S.A. | Giion (SP) | 1.03 1 | 100.00 | Telvent Tráfico y Transporte, S.A./Arce Sistemas, S.A. | a-b | (3) | ||
| Transportadora Cuyana, S.A. | Buenos Aires (AR) | 100 00 Teyma Abengoa, S.A./Abengoa, S.A. | $a-b$ | (4) | ||||
| Transportadora del Atlántico, S.A. | Buenos Aires (AR) | 100.00 Teyma Abengoa, S.A./Abengoa, S.A. | $a-b$ | (4) | ||||
| Transportadora del Norte, S.A. | Buenos Aires (AR) | 100.0 | Abengoa, S.A./Teyma Abengoa, S.A. | a-b | (4) | А | ||
| Transportadora Rio de la Plata, S.A. | Buenos Aires (AR) | 100.00 Teyma Argentina, S.A./Abengoa, S.A. | a-b | (4) | ||||
| Transportadora Sanjuanina, S.A. | Buenos Aires (AR) | 100.00 | Teyma Abengoa, S.A./Abengoa, S.A. | a-b | (4) | |||
| Trinacria Spzoo | Skawina (PL) | 4.583 | 95.05 Befesa Aluminio. S.L. | a-b | (2) | |||
| Valorcam, S.L. | Madrid (SP) | 80.00 | Befesa Gestión de Residuos Industriales, S.L | a-b | (2) | |||
| Zero Emissions Technologies, S.A. | Seville (SP) | 61 | 100.00 | Abeinsa Ingeniería y Construcción Industrial, S.A./Hynergreen, S.A. | a-b | (4) | ||
| Zeroemissions (Beijing) Technology Consulting Service Co. Ltd | Beijing (CH) | 101 | 100.00 | Zero Emissions Technologies, S.A./Zeroemissions Carbon Trust, S.A. | $(*$ | a-b | (4) | |
| Zeroemissions Carbon Trust. S.A. | Seville (SP) | fs. | 100.00 | Zeroemissions Technologies, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | a-b | (4) | ||
| Zeroemissions do Brasil. Ltda. | L de Janeiro (BR) | 1.893 | 100.00 | Zeroemissions Technologies, S.A./Zeroemissions Carbon Trust, S.A. | a-b | (4) | ||
| Zememissions Fatem Europe, LLC | GLION MADAGIN | 100.00 Zeroemissions Technologies, S.A. Zeroemissions Carbon Trust, S.A. | a.h | 645 |
(*) Companies incorporated or acquired and consolidated for the first time in the year
The circumstances considered in Article 2 of Royal Decree 1815/91, whereby the Rules for Formulation of Consolidated Annual Accounts were approved, are:
a. The parent Company shall hold a majority of the voting rights.
a. The parent Company shall have the right to appoint a majority of the members of the governing body.b. The parent Company shall have the right to appoint a majority of the members of the governing body.c. The parent Co
The percentage interests have been rounded up to two decimals.Unless stated otherwise, the closing date of the latest annual accounts was December 31, 2009.
(1) Bioenergy Business Group.
(1) Such the Services Business Group. (2) Environmental Services Business Group. (3) Information Technology Business Group. (4) Engineering and Industrial Construction Business Group.
(4) Engineering and industrial Construction Business Group. (5) Solar Business Group. (6) Holding Company. (7) Acquisition and running of rural and urban property, together with other related activities. (8) Financial
(9) Ancillary services.
A Audited by PricewaterhouseCoopers Auditores.
A Additional Dy Theewater information of Companies and Consolidated Annual Accounts of Abengoa, S.A.). C Audited by Auditoría y Consulta (for legal purposes). D Audited by Other Auditors (for legal purposes).
Appendix II
Dependent Companies included in the 2010 Consolidation Perimeter using the Global Integration Method (Continuation)
| Sharedholding | |||||||
|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount in Thousands of | $%$ ofNominalCapital | Parent Company | Art. of R.D.1815/91 | Activity | Audito |
| Abenor, S.A. | Santiago (CL) | 7.876 | 20.00 Inversiones Eléctricas Transam Chile Ltd./Asa Chile, S.L. | 5° 3 | (4) | ||
| Agua y Gestión de Servicios Ambientales, S.A. | Seville (SP) | 6.886 | 37.38 Befesa Medio Ambiente, S.A. | 5°3 | (2) | ||
| Araucana de Electricidad, S.A. | Santiago (CL) | 8,518 | 20.00 Abengoa Chile, S.A./Inversiones Eléctricas Transam Chile Ltd. | 5° 3 | (4) | ||
| Betearte | Vizcava (SP) | 1.12' | 33.33 Alianza Medioambiental, S.L. | 5° 3 | (2) | ||
| Chennai Water Desalination Limited | Chennai (IN) | 5,700 | 25.00 Befesa Agua, S.A.U. | 5°3 | (2) | ||
| Cogeneración Motril, S.A. | Seville (SP) | 1.403 | 39.00 Abener Inversiones, S.L. | 5° 3 | (4) | ||
| Concesionaria Hospital del Tajo, S.A. | Madrid (SP) | .727 | 20.00 Instalaciones Inabensa, S.A. | 5° 3 | (2) | ||
| Ecología Canaria, S.A. | Las Palmas (SP) | 61 | 45.00 Befesa Gestión de Residuos Industriales, S.L. | 5° 3 | (2) | ||
| Evacuación Villanueva del Rey, S.L. | Seville (SP) | 44.99 Helioenergy Electricidad Uno, S.A./Helioenergy Electricidad Dos, S.A./Helio Energy Electricidad Tres, S.A. | 5° 3 | (5) | |||
| Evacuación Valdecaballeros, S.L. | Madrid (SP) | 1,060 | 39.96 Solaben Electricidad Uno, S.A./Solaben Electricidad Dos, S.A./Solaben Electricidad Tres, S.A./Solaben Electricidad Seis, S.A. | 5° 3 | (5) | ||
| Explotadora Hospital del Tajo, S.L. | Madrid (SP) | 20.00 Instalaciones Inabensa, S.A. | 5° 3 | (4) | |||
| Green Visión Holding B.V. | Amhem (NL) | 3.000 | 24.00 Hynergreen Technologies, S.A. | 5°3 | (4) | ||
| Huepil de Electricidad, S.L. | Santiago (CL) | 12.846 | 20.00 Inversiones Eléctricas Transam Chile Limitada | 5°3 | (4) | ||
| Inversiones Eléctricas Transam Chile Limitada. | Santiago (CL) | 5.785 | 20.00 Abengoa Chile, S.A. | 5° 3 | (4) | ||
| Myah Bahr Honaine, S.P.A. | Argel (DZ) | 19,039 | 51.00 Geida Tlemcen, S.L | 5°3 | (2) | ||
| Red eléctrica del Sur, S.A. | ima (PE) | 4,312 | 23.75 Abengoa Perú, S.A. | 5° 3 | (4) | ||
| Shams One Company LLC. | Abu Dabi (EAU) | 20.00 Total Abengoa Solar Emirates Investment Company B.V. | 5° 3 | (5) | |||
| Shams Power Company PJSC | Abu Dabi (EAU) | 167 | 20.00 Total Abengoa Solar Emirates Investment Company B.V. | 5°3 | (5) | ||
| Telvent DMS LLC. | Serbia | 6.11' | 49.00 Telvent Energía, S.A. | 5° 3 | (3) | ||
| TSMC Ing. Y Contrucción | Santiago (CL) | 33.30 Abengoa Chile, S.A. | 58.3 | (4) | |||
| Zoar Eolica, S.L. | A Coruña (SP) | ΔC | 33.33 Instalaciones Inabensa, S.A./Abengoa, S.A. | 503 | (4) |
Article 5.3 of Royal Decree 1815/91, whereby the Rules for the Formulation of Consolidated Annual Accounts were approved, states that when one or more companies belonging to the
moup and interest of at least 20% in the capital of another Company which does not belong to the group, said Company shall be deemed to exist as an associated Company. Said percentage is reduced to 3% if the Company held i
(1) Bioenergy Business Group.(2) Environmental Services Business Group.(3) Information Technology Business Group.(4) Engineering and Industrial Construction Business Group.
(5) Solar(6) Holding Company.
A Audited by PricewaterhouseCoopers Auditores.B Companies audited by Deloitte (for legal purposes and Consolidated Annual Accounts of Abengoa, S.A.).C Audited by Auditoría y Consulta (for legal purposes).D Audited by Ot
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of $\epsilon$ | % ofNominalCapital | Partner Company in Entity | $($ * | Art. oʻR.D.1815/9$\overline{1}$ | Activity(See Page3) |
| Abastecimiento Ames-Bric | Bilbao (SP) | 1.5 | 50 Befesa Agua, S.A.U | 4°2. | $\overline{O}$ | ||
| SA de C | Mexico D.F. (MX) | 20 | 50 Abengoa México, S.A | $4^{\circ}2.$ | (A) | ||
| Abener Ghenova IngenieriaAbener Nuevo Pemex Tabasco I | Seville (SP)eville (SP) | 1,750.0 | 50 Abener Energía, S.A | $4^{\circ}2.$407: | (4)(d) | ||
| Abener-Dragados Industrial-México, S.A. De C.V | Mexico D.F. (MX) | 30 Instalaciones Inabensa, S.A.50 Abener México, S.A | 4°2. | (a) | |||
| Abener-Inabensa Alemania | Seville (SP) | 30 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | |||
| Abener-Inabensa Francia | eville (SP) | 30 Instalaciones Inabensa, S.A | 4% | (d) | |||
| Abener-Inabensa Paises Bajos | Seville (SP) | 30 Instalaciones Inabensa, S.A. | $4^{\circ}2.5$ | (4) | |||
| Abensaih Construcción | Seville (SP) | 3.0 | 50 Befesa Aqua, S.A.U | 492. | (2) | ||
| Abensaih Construcción UTE | Seville (SP) | 3.01 | 50 Telvent Eenergia S.A. | 4°7: | (3) | ||
| Abensaih Mantenimiento UTE | Seville (SP) | 3.01 | 50 Telvent Eenergia S.A. | 492 | (3) | ||
| Acceso Avda Pais Valencia | Alicante (SP | 3.0 | 50 Instalaciones Inabensa, S.A. | 4°2.7 | (4) | ||
| Acciona - TTT | Madrid (SP)Madrid (SP) | 3.00 | 50 Telvent Tráfico y Transporte, S.A. | 4°2.5 | (3) | ||
| Acisa - Indra Sistemas TelventAdis Segovia Valdestrilla | Madrid (SP) | 2.040.47 | 34 Telvent Tráfico y Transporte, S.A.7 Instalaciones Inabensa, S.A. | 4°2.34°2.5 | (3)(4) | ||
| Aerópolis | Seville (SP) | 2.40 | 40 Instalaciones Inabensa, S.A. | $4^{\circ}2.5^{\circ}$ | $\langle 4 \rangle$ | ||
| Agencia Andaluza de Energía | Seville (SP) | 6.00 | 35 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | ||
| Aguas Salobres | Cataluña (SP) | 3.60 | 60 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Al Osais-Inabensa Co. Ltd | Dammam (SA) | 50.00 | 50 Inabensa Saudi Arabia LLC. | $4^{\circ}2.5$ | (d) | ||
| Alcoy | Alicante (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.3 | (2) | ||
| Almanjayar | Madrid (SP | 1.50 | 25 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Alstom Tráfico - TTT | Madrid (SP) | 0.75 | 25 Telvent Tráfico y Transporte, S.A. | $4^{\circ}2.a$ | (3) | ||
| Aparcamiento L'Ordana | Alicante (SP | 4.5( | 90 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| APCA Inabensa-Abengoa Lote 1 | Seville (SP) | 30.00 | 100 Instalaciones Inabensa, S.A/ Abengoa S.A. | $4^{\circ}2.a$ | (4) | ||
| APCA Inabensa-Abengoa Lote 2 | seville (SP) | 30.00 | 100 Instalaciones Inabensa, S.A/ Abengoa S.A | ||||
| Argelia | Madrid (SP)seville (SP) | 3.00 | 50 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Armilla | Cataluña (SP) | 3.000.24 | 50 Instalaciones Inabensa, S.A.40 Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$$4^{\circ}2.a$ | (4)(2) | ||
| AvinyóBaix Llobregat | Gerona (SP) | 6.00 | 50 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Bajo Almanzora | Almeria (SP) | 2.40 | 40 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| Barras Paradas | Madrid (SP) | 3.00 | 50 Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Bascara | Jataluña (SP) | 0.24 | 40 Construcciones y Depuraciones, S.A. | 4°2.a | (2) | ||
| Bioener Energía, S.A. | Vizcava (SP) | 337.00 | 50 Abengoa Bioenergía, S.A. | $4^{\circ}2.a$ | (1) | ||
| Boaco | Nicaragua (NI) | 2.18 | 73 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| áceres | Cáceres (SP) | 3.00 | 50 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| Campello | Alicante (SP) | 3.00 | 50 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| anal de Navarra | Navarra (SP) | 3.6 | 20 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Care Córdoba | eville (SP) | 12.0 | 25 Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Cartagena | Murcia (SP)Durense (SP) | 1.1 | 38 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| Cedisolar | aragoza (SP | 4,992.000.60 | 50 Rioglass Solar Holding, S.A. | 4°2.a$4^{\circ}2.a$ | (5)(4) | ||
| Cei Huesca | Madrid (SP | 1.01 | 20 Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Cercanias Tren (Camas-Salteras)Chennai EPC | ndia (IN) | 4.81 | 35 Instalaciones Inabensa, S.A.80 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Chennai EPC | India (IN) | 121 | 20 Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$ | (2) | ||
| Chennai O&M | India (IN) | 4.80 | 80 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Chennai O&M | India (IN) | 1.21 | 20 Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$ | (2) | ||
| Chilca Montalbo | Seville (SP) | 4.80 | 80 Instalaciones Inabensa, S.A. | $4^{\circ}2.5$ | $\left( 4\right)$ | ||
| China Exhibition Center | Seville (SP) | 6.00 | 35 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| China Internacional | Madrid (SP | 2.0 | 35 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Ciudad de la Justicia | Madrid (SP | 1.2 | 20 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | ||
| Coaben, S.A. de C.V | Mexico D.F. (MX) | 1.00 | 50 Abengoa México S.A. de CV/Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Cobra - TTTComplejo Espacial | Valladolid (SFMadrid (SP) | 1.53.00 | 50 Telvent Tráfico y Transporte, S.A. | $4^{\circ}2.8$$4^{\circ}2.a$ | (3)(4) | ||
| Concecutex, S.A. de C.V | Toluca (MX) | 7,358.00 | 50 Instalaciones Inabensa, S.A.50 Inabensa, S.A./Abengoa México, S.A./Abengoa, S.A. | 4°2.a | (4) | ||
| Concesionaria Costa del Sol, S.A. | Malaga (SP | 45850 | 50 Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | $\langle 4 \rangle$ | ||
| Conquero | Huelva (SP) | 3.01 | 50 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Consistorio | Madrid (SP | 6.00 | 30 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Consocio Iberinco-T. Tunez | Tunez | 50 Telvent Energía, S.A. | i w | $4^{\circ}2.a$ | (3) | ||
| Consorcio Abengoa Kipreos Ltda | Santiago (CL) | 7.99 | 50 Abengoa Chile, S.A | 4°2.a | (4) | ||
| Consorcio Constructor Alto Cayma | Lima (PE) | 50 Abengoa Perú, S.A./Befesa Agua, S.A.U. | $4^{\circ}2.\bar{c}$ | (2) | |||
| Consorcio Siga SDI IMA Limitada | Santiago (CL) | 4.79 | 50 Servicios de Ingenieria IMA S.A | $4^{\circ}2.5$ | (4) | ||
| Consorcio Tema/Vaisala | lima (PE) | 80 Telvent Energía, S.A. | 4°2.5 | (3) | |||
| Contenedores Ortuella | Vizcaya (SP) | 6.00 | 60 Instalaciones Inabensa, S.A. | $4^{\circ}2.5$ | $\langle 4 \rangle$ | ||
| ortes de Pallas | Valencia (SPMadrid (SP) | 4.8 | 80 Befesa Agua, S.A.U. | 4°2. | (2) | ||
| -Pragados Ind. - Electronic Trafic- Indra Sistemas - ST - Tekia Cons | Madrid (SP | 2.73 | 23 Telvent Tráfico y Transporte, S.A | 4°2.5 | $(3)$(4) | ||
| dif. Plaza d/America (Ferrabedificio ITA | Zaragoza (SF | 3.0 | 35 Instalaciones Inabensa, S.A30 Instalaciones Inabensa, S.A | 4°2.4°2. | (4) | ||
| dificio PICA | Seville (SP) | 4.51 | 50 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| idra | jeville (SP) | 10 | 42 Instalaciones Inabensa, S.A. | 4% | $\langle 4 \rangle$ | ||
| Elec.t/Unquera-Cabez (Ontoria) | Vizcaya (SP) | 3.00 | 50 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | ||
| Electrificación Burgos | Madrid (SP) | 2.01 | 33 Instalaciones Inabensa, S.A. | 4°2.a | (4) |
Appendix III
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of $\epsilon$ | % ofNominalCapital | Partner Company in Entity | $(*)$ | Art. ofR.D.1815/9 | Activity(See Page3) |
| Electrificación Granollers | Aadrid (SP) | 6.00 | nstalaciones Inabensa, S.A. | 4°2.3 | (4) | ||
| Electrificación L-3 | fadrid (SP | 1.2 0 | 20 | nstalaciones Inabensa. S.A | 4°2. | (4) | |
| Electronic Traffic - TTT | arcelona (SP | 1.5 | 2550 | Telvent Tráfico y Transporte, S.A | 4°2.3 | (3) | |
| lectronic Traffic - TTTlectronic Trafic-TTT-Sice | arcelona (SP)Madrid (SP) | 2.70 | Telvent Tráfico y Transporte, S.A33 Telvent Tráfico y Transporte, S.A. | 4°2.4°2. | (3)(3) | ||
| mergencia NAT | Barcelona (SP | 4.00 | 33 | nstalaciones Inabensa, S.A | 4°2. | (4) | |
| mvisesa Palacio Exposiciones | eville (SP) | 1.5( | 25 | nstalaciones Inabensa, S.A | 4°2. | (4) | |
| nergía Línea 9 | Barcelona (SP | 1.2( | 20 | nstalaciones Inabensa,S.A | 4°2 | (4) | |
| nergía Noroeste | Seville (SP) | 3.00 | 50 | Instalaciones Inabensa, S.A | 4°2.3 | (4) | |
| nergía Palmas Alta | Seville (SP) | 10.00 | 50 | nstalaciones Inabensa, S.A | 4°2 | (4) | |
| Equipamiento Solar Caballería | Madrid (SP) | 1.20 | 20 Instalaciones Inabensa, S.A | 4°2.a | (4) | ||
| :rabil | Bizakaia (SP | 6.00 | 20 | nstalaciones Inabensa, S.A | 4°2.5 | (4) | |
| sclusa 42 | Valladolid (SP | 1.80 | 30 Befesa Agua, S.A.U | 4°2.5 | (2) | ||
| stremera | Albacete (SP)Seville (SP) | 6.001,907.00 | 50 Befesa Agua, S.A.U. | 4°2.34°2.5 | (2) | ||
| xplotaciones Varias, S.A.acultades | Madrid (SP | 1.00 | 50 Abengoa, S.A15 Instalaciones Inabensa, S.A. | 4°2.5 | (6)(4) | ||
| FA-Teyma | Uruguay (UY | 40 Teyma Uruguay S.A | 4°2.3 | (4) | |||
| erial Badaioz | Madrid (SP | 0.2! | 25 Instalaciones Inabensa, | 4°2 | (4) | ||
| errovial, Teyma, Befesa | Seville (SP) | 1.82 | 30 Telvent Eenergia S.A | 4°2.5 | (3) | ||
| Fontsanta | Barcelona (SF | 4.80 | 40 Befesa Aqua, S.A.U | 4°2 | (2) | ||
| otovoltaica Expo | Huelva (SP) | 7.00 | 70 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Fuente Alamo | Murcia (SP) | 2.97 | 33 Construcciones y Depuraciones, S.A. | 4°2. | (2) | ||
| Gallur Castejon | Madrid (SP) | 2.00 | 33 Instalaciones Inabensa, S.A. | a-b | (4) | ||
| Geida Tlemcen, S.L | Madrid (SP) | 12,478.00 | 50 Befesa Agua S.A.U. | 4°2.5 | (2) | ||
| Sirhmex, S.A. De C.V. | Mexico D.F. (MX) | 50 Gestión Integral de Recursos Humanos, S.A./Abengoa México, S.A. | 4°2.3 | (3) | |||
| Grupisa Infraestructuras - TTT | Seville (SP) | 50 Telvent Tráfico y Transporte, S.A. | 4°2.3 | (3) | |||
| suadalajara | Guadalajara (SP) | $3.0^{\circ}$ | 55 Befesa Agua, S.A.U. | 4°2. | (2) | ||
| Guardería La Nucia | Elche (SP)Tarragona (SP) | 4.507.2 0 | 45 Instalaciones Inabensa, S.A.60 Befesa Agua, S.A.U. | 4°2.34°2.3 | (4)(2) | ||
| GuiametsH. Campus de la Salud | Seville (SP) | 2.40 | 20 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | ||
| Helioenergy Electricidad Dos, S.A. | Seville (SP) | 28,503.00 | 50 Écija Solar Inversiones, S.A. | 4°2.a | (4) | ||
| Helioenergy Electricidad Uno, S.A. | Seville (SP) | 32,562.00 | 50 Écija Solar Inversiones, S.A. | 4°2.a | (4) | ||
| Hidrosur | Almeria (SP) | 2.00 | 33 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| Honnaine | Argel (AR) | 1.50 | 50 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Hospital Aranjuez | Madrid (SP) | 6.00 | 20 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Hospital Costa del Sol | Malaga (SP) | 10.00 | 50 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Idam Almería | Almeria (SP) | 1.5( | 50 Befesa Agua, S.A.U | 4°2.3 | (2) | ||
| Idam Carboneras | \Imeria (SP) | 2.58 | 43 Befesa Agua, S.A.U. | 4°2.3 | (2) | ||
| Inabensa ST | Malaga (SP)Iche (SP) | 3.00 | 80 Telvent Tráfico y Transporte, S.A. | 4°2.34°2.5 | (3)(4) | ||
| Inabensa-Jayton Catralnabensa-Jayton La Nucia | licante (SP | 45.0 | 50 | 50 Instalaciones Inabensa, S.Anstalaciones Inabensa, S.A | 4°2.5 | (4) | |
| Inabensa-Jayton Villajoyosa | Iche (SP) | 3.00 | 50 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Inabervion | /izcaya (SP) | 5.00 | 50 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Inacom | Madrid (SP) | 1.50 | 25 | Instalaciones Inabensa, S.A | 4°2.5 | (4) | |
| Inapreu, S.A | Barcelona (SP | 2,318.00 | 50 | nstalaciones Inabensa, S.A. | 4°2.5 | (4) | |
| ndra Sistemas - ST | Madrid (SP | 1.5( | 50 | Telvent Tráfico y Transporte, S.A | 4°2.3 | (3) | |
| Indra Sistemas - ST | Madrid (SP) | 0.36 | 36 Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | ||
| ndra Sistemas - TTT | Madrid (SP) | 50 Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |||
| ndra Sistemas - TTT | Madrid (SP) | 1.50 | 50 Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | ||
| Indra Sistemas - TTT | Madrid (SP)Madrid (SP) | 1.51 | 50 Telvent Tráfico y Transporte, S.A | 4°2.a4°2.a | (3)(3) | ||
| ndra Sistemas - TTTnelcy | Madrid (SP | 2.97 | 50 Telvent Tráfico y Transporte, S.A33 Instalaciones Inabensa, | $4^{\circ}2.a$ | (4) | ||
| Inelin | Madrid (SP) | 6.0 | 49 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Inst. Clima Hopsital Costa del Sol | Malaga (SP) | 3.00 | 50 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| nstalaciones Hospital VQ | seville (SP) | 6.00 | 60 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Instalaciones Inabensa- Intel | Madrid (SP) | 5.00 | 50 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| nstalaciones Plataformas Sui | Barcelona (SP | 5.00 | 50 Instalaciones Inabensa, S.A | 4°2.5 | (4) | ||
| Instalaciones. LAC Albacete-Al (Albalac) | Madrid (SP | 2.04 | 33 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Intercambiador Mairena | Seville (SP) | 1.5 0 | 30 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| talgest Abengoa Solar, S.r. | Roma (IT) | 15.0( | 50 Abengoa Solar, S.A | 4°2.3 | (6) | ||
| Itoiz | Vavarra (SP) | 3.5 0 | 35 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Cevland Sistemas de Gestión, S.L(litten | Burgos (SP)Jruguay (UY) | 100.0 | 50 Telvent Global Services, S.A.100 Teyma Uruguay S.A | 4°2.54°2. | (3)(4) | ||
| (urkudi | Guipuzcoa (SP) | 3.00 | 50 Befesa Aqua, S.A.U. | 4°2. | (2) | ||
| Esplugas | Cataluña (SP) | 0.24 | 40 Construcciones y Depuraciones, S.A. | 4°2.5 | (2) | ||
| av Buixalleu | Barcelona (SP) | 3.00 | 50 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Libia-Líneas | Seville (SP) | 50 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | |||
| Mantenimiento Abensaih | Seville (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2. | (2) | ||
| Mantenimiento L-9 | Barcelona (SP) | 1.20 | 20 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Mantenimiento Presas | Malaga (SP) | 2.10 | 35 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Mataporquera | Madrid (SP) | 3.00 | 50 Instalaciones Inabensa, S.A. | 4°2.a | (4) |
Annual Report 2010ABENGOA
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of $\epsilon$ | % ofNominalCapital | Partner Company in Entity | $(*)$ | Art. oR.D.1815/9 | Activity(See Pag3) |
| Meisa-Inabensa | Huelva (SP) | 5.00 | 50 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| mejora atraque muelle Pto. Vigo | Compotela (SP) | 20 Instalaciones Inabensa, S.A | 4°2 | (4) | |||
| Metro Ligero de Granada | Madrid (SP) | 6.00 | 40 | Instalaciones Inabensa, S.A | 4°2.5 | (4) | |
| Micronet Porous Fibers, S.I | Vizcaya (SP) | 1250.0 | 50 | Befesa Agua, S.A.U | 4°2.3 | (2) | |
| Minicentrales | Madrid (SP) | 3.00 | $40^{1}$ | Construcciones y Depuraciones, S.A | 4°2.5 | (2) | |
| Minicentrales P y Valm | Madrid (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Mobiliario La Nucia | Elche (SP)Madrid (SP) | 4.5(1.50 | 45 Instalaciones Inabensa, S.A | 4°2.34°2.a | (4)(4) | ||
| Mto.AVE Madrid-Valla (Asimel)Mundaka | Bilbao (SP) | 3.00 | 25 Instalaciones Inabensa, S.A.50 Befesa Agua, S.A.U | 4°2.5 | (2) | ||
| lat Barcelona | Madrid (SP | 4.00 | 33 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Negratín Almanzora | Almeria (SP) | 3.0 ° | 50 Befesa Agua, S.A.U | 4°2.5 | (2) | ||
| $i$ csa - ST nº 1 | Seville (SP) | 50 Telvent Tráfico y Transporte, S.A | 4°2. | (3) | |||
| abellón Cubierto La Nucia | Alicante (SP) | 9.00 | 90 Instalaciones Inabensa, S.A. | 4°2. | (4) | ||
| aneles | Valladolid (SF | 1.80 | 30 Befesa Agua, S.A.U | 4°2. | (2) | ||
| atrimonio | Seville (SP) | 2.10 | 35 Instalaciones Inabensa, S.A | 4°2.5 | (4) | ||
| 'erú | Seville (SP) | 4.20 | 70 Instalaciones Inabensa, S.A | 4°2. | (4) | ||
| Pistas Deportivas La Nucia | Elche (SP) | 1.20 | 45 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Preufet Juzgados | Barcelona (SP | 6.00 | 50 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Primapen III | Gijon (SP) | 36.00 | 33 Instalaciones Inabensa, S.A. | 4°2. | (4) | ||
| Proecsa, Procesos Ecológicos, S.A. | Seville (SP) | 657.0 | 50 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Puerto Elantxobe | Guipuzcoa (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.8 | (2) | ||
| Puerto Huelva | Huelva (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2. | (2) | ||
| Puerto Huelva | Huelva (SP) | 3.00 | 50 Construcciones y Depuraciones, S.A. | 4°2. | (2) | ||
| Quingdao | China (China) | 4.80 | 80 Befesa Agua, S.A.U. | 4°2. | (2) | ||
| QuingdaoRanilla | China (China)Seville (SP) | 1.201.80 | 20 Construcciones y Depuraciones, S.A.15 Construcciones y Depuraciones, S.A. | 4°2.34°2. | (2)(2) | ||
| Rap Fenol | Madrid (SP) | 1.00 | 33 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | ||
| Recuperacion ruinas Faisanera | Burgos (SP) | 4.00 | 30 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Recytech, S.A. | Fouquieres (FR) | 50 Befesa Steel Services GmbH | 4°2.5 | (2) | |||
| Residuos Urbanos de Ceuta, S.L | Seville (SP) | 2,030.00 | 50 Abengoa, S.A. | 4°2.3 | (6) | ||
| Retortillo | Seville (SP) | 4.2 0 | 70 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Retortillo | Seville (SP) | 1.80 | 30 Construcciones y Depuraciones, S.A. | 4°2.a | (2) | ||
| Reus | Tarragona (SP) | 3.90 | 65 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| Rincón de la Victoria | Malaga (SP) | $3.0^{\circ}$ | 50 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Río Cunene | Angola (AN) | 25.0( | 50 Befesa Agua, S.A.U. | 4°2.3 | (2) | ||
| Rioglass Solar 2 | Asturias (SP) | 60.0 | 50 Rioglass Solar Holding, S.A. | 4°2.5 | (5) | ||
| Rioglass Solar Holding, S.A. | Asturias (SP) | 500.0 | 50 Abengoa Solar, S.A. | 4°2.3 | (5) | ||
| Rioglass Solar, S.A. | Asturias (SP) | 6,906.0 | 50 Rioglass Solar Holding, S.A. | 4°2.5 | (5) | ||
| Rotonda CV-70 | Alicante (SP) | 4.5( | 45 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| $\overline{\mathsf{S/E}}$ BlanesS/E Libia | Aadrid (SP)Madrid (SP) | 2.00 | 33 Instalaciones Inabensa, S.A.50 Instalaciones Inabensa, S.A. | 4°2.54°2.3 | (4)(4) | ||
| S/E Modulares | Barcelona (SP | 2.50 | 50 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| S/E Orio | San Sebastián (SP) | 20 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | |||
| Sahechores | eon (SP) | 3.73 | 62 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| saih Duero | /alladolid (SP) | 1.80 | 30 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Saima Seguridad - TTT | Madrid (SP) | 50 Telvent Tráfico y Transporte, S.A. | 4°2.3 | (3) | |||
| ala Reguladora TF Norte | ita. Cruz de Tenerife (SP) | 1.50 | 25 | Instalaciones Inabensa, S.A. | 4°2.5 | (4) | |
| allent | Barcelona (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| ian Juan del Sur | Vicaragua (NI) | 2.20 | 74 Befesa Agua, S.A.U. | 4°2.3 | (2) | ||
| ancho Nuño | Avila (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| ant Adriá S/E | Madrid (SP) | 1.5 0 | 50 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| ant Blas de Fonz | Tarragona (SP) | 5.40 | 90 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| ant Celoni | Gerona (SP) | 6.00 | 50 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Santa Amalia | Extremadura (SP) | 4.80 | 80 Construcciones y Depuraciones, S.A. | 4°2.3 | (2) | ||
| ector Vilablareix | Barcelona (SPElche (SP) | 3.314.50 | 33 Instalaciones Inabensa, S.A | 4°2.a4°2.a | (4)(4) | ||
| Sede UniversitariaSegovia/BT C (CPD Solares | Segovia (SP) | 10.00 | 45 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| seguridad Vial y Tráfico Rodado | Alicante (SP) | 9.00 | 35 Instalaciones Inabensa, S.A.90 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Selectiva | Almeria (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Semi-Inabensa | Madrid (SP) | 3.00 | 50 Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Servicios Culturales Mexiquenses, S.A. de C.V. | Toluca (MX) | 50 Abengoa México, S.A. de C.V./Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |||
| $\frac{1}{2}$ ice - ST | Madrid (SP) | 50 Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |||
| $ice - ST$ | Madrid (SP) | 20 Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |||
| $\frac{1}{2}$ ice - ST | Madrid (SP) | 0.3( | 50 Telvent Tráfico y Transporte, S.A. | 4°2.3 | (3) | ||
| ice - ST, AIE | Madrid (SP | 1.50 | 50 Telvent Tráfico y Transporte, S.A | 4°2.8 | (3) | ||
| ice - TT | Madrid (SP | 50 Telvent Tráfico y Transporte,$S$ $A$ | 4°2. | (3) | |||
| iigmacat | Madrid (SP | 1.98 | 33 Instalaciones Inabensa, S.A | 4°2.3 | (4) | ||
| igmalac | Aadrid (SP) | 2.00 | 33 Instalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| ilfrasub.Ave Figueras | Madrid (SP | 2.40 | 40 Instalaciones Inabensa, S.A | 4°2.5 | (4) | ||
| ilvaca | Madrid (SP) | 10.59 | 35 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | ||
| Sisecat | Madrid (SP) | 1.26 | 21 Instalaciones Inabensa, S.A. | 4°2.8 | (4) |
Appendix III
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of $\epsilon$ | % ofNominalCapital | Partner Company in Entity | $^{(*)}$ | Art. oR.D.1815/9 | Activity(See Page3) |
| Skikda | Argel (AR) | 0.75 | Construcciones y Depuraciones, S.A | 4°2.5 | (2) | ||
| Skikda EPC | Argel (AR) | 1.26 | 42 Befesa Agua, S.A.U. | 4°2.3 | (2) | ||
| Skikda O&M | Argel (AR) | 1.26 | 42 Befesa Agua, S.A.U. | 4°2.3 | (2) | ||
| Skikda O&M | Argel (AR) | 0.75 | 25 | Construcciones y Depuraciones, S.A. | 4°2.5 | (2) | |
| Soterramnet 132 KvSt - Acisa | Barcelona (SPMadrid (SP) | 2.003.91 | 33 | Instalaciones Inabensa, S.A.65 Telvent Tráfico y Transporte, S.A | 4°2.34°2.3 | (4)(3) | |
| St - Codinsa | Barcelona (SP) | 50 Telvent Tráfico y Transporte, S.A. | $4^{\circ}2.a$ | (3) | |||
| St - Daviña nº 1 | Madrid (SP) | 1.55 | 80 Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | ||
| ST - Disel AIE | Barcelona (SP | 50 Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |||
| ST - E. Otaduy - Exacavaciones Cantabricas, A.I.E. | Trapagaran (SP) | 2.00 | 34 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| St - Etralux | Madrid (SP) | 50 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |||
| St - Etralux | Madrid (SP) | 50 Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | |||
| St - Etralux | Madrid (SP) | 1.65 | 55 | Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | |
| St - Etralux | Madrid (SP) | 56 Telvent Tráfico y Transporte, S.A | 4°2.3 | (3) | |||
| St - Etralux - Sice | Madrid (SP) | 35 Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | |||
| St - Etralux nº 1 | Madrid (SP) | 0.34 | 56 Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | ||
| St - Getecma | Barcelona (SP) | 60 Telvent Tráfico y Transporte, S.A. | 4°2.3 | (3) | |||
| St - Getecma | Barcelona (SP) | 75 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |||
| St - Inabensa | Gijon (SP) | 0.48 | 80 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| St - Indra | Madrid (SP) | 1.65 | 55 | Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |
| St - Indra - Etralux | Madrid (SP)Madrid (SP) | 2.703.00 | 45 Telvent Tráfico y Transporte, S.A | 4°2.34°2.3 | (3)(3) | ||
| St - Isolux WatSt - Monelec | Malaga (SP) | 50 Telvent Tráfico y Transporte, S.A50 Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |||
| St - Monelec | Malaga (SP) | 50 | Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | ||
| St - Monelec | Malaga (SP) | 54 | Telvent Tráfico y Transporte, S.A | 4°2.3 | (3) | ||
| St - Monelec | Malaga (SP) | 55 Telvent Tráfico y Transporte, S.A. | 4°2.5 | (3) | |||
| St - Sice - Acisa | Madrid (SP) | 3.2! | 54 | Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |
| St - VS Ingenieria y Urbanismo | Seville (SP) | 50 | Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | ||
| Suburbano Mexico | Seville (SP) | 6.00 | 50 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | ||
| Tablada | Seville (SP) | 6.00 | 50 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Tas - Balzola - Cobra | Madrid (SP) | 2.50 | 50 Telvent Tráfico y Transporte, S.A. | 4°2.5 | (3) | ||
| Tas - Guillermo Ibargoyen - Inabensa | San Sebastián (SP) | 40 Telvent Tráfico y Transporte, S.A. | 4°2.3 | (3) | |||
| Teatinos | Aalaga (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Telve Novasoft Ingenieria S.L. Telvent Interactiva S.A. Movipolis | Aalaga (SP) | 0.60 | 20 Telvent Global Services | 4°2.3 | (3) | ||
| Telvent Interactiva y Carestream, Ute | Seville (SP) | 1.50 | 50 Telvent Global Services | 4°2.3 | (3) | ||
| Telvent Interactiva y Fujitsu, Ute | eville (SP)eville (SP) | 6.00 | 50 Telvent Interactiva, s.a | 4°2.a | (3) | ||
| Telvent Interactiva y Guadaltel, UteTelvent Interactiva y Novasolft II, Ute Proyecto Abrego | Malaga (SP) | 15.00 | 50 Telvent Interactiva,s.a50 Telvent Global Services | 4°2.34°2.a | (3)(3) | ||
| Telvent Interactiva y Novasolft, Ute Proyecto Archiva | Malaga (SP) | 0.60 | 20 Telvent Interactiva.s.a | 4°2.3 | (3) | ||
| Telvent UTE | Juenos Aires (AR) | 1.89 | 100 | Telvent Sociedad Argentina | 4°2.3 | (3) | |
| Telvent-Inabensa | Barcelona (SP) | 50 | nstalaciones Inabensa, S.A. | 4°2.5 | (4) | ||
| Telvent-Inabensa (Ampliación Equipo estación Irún) | Bilbao (SP) | 20 | Instalaciones Inabensa, S.A. | 4°2.3 | (4) | ||
| Tenés | Argel (AR) | 4.80 | 80 Befesa Aqua, S.A.U. | 4°2.3 | (2) | ||
| Tenes EPC | Argel (AR) | 1.2C | 20 | Construcciones y Depuraciones, S.A | 4°2.5 | (2) | |
| Teulada-Moraira | Alicante (SP) | 2.5! | 43 Befesa Agua, S.A.U. | 4°2.3 | (2) | ||
| Teyma Uruguay S.A y Transportes Olivos S.A.C.I YF | Jruguay (UY) | 40 Teyma Uruguay S.A | 4°2.5 | (4) | |||
| Torre | ilbao (SP) | 66.40 | 20 | nstalaciones Inabensa, S.A. | 4°2.5 | (4) | |
| Total Abengoa Solar Emirates Investment Company, B.V | Amsterdam (HL | 50.0 | Abengoa Solar Ventures, S.A. | 4°2.5 | (5) | ||
| Total Abengoa Solar Emirates O&M Company, B.V | Amsterdam (HL) | 105.00 | 50 | Abengoa Solar Ventures, S.A | 4°2.5 | (5) | |
| Tranvía de Jaén | eville (SP)arcelona (SF | 0.90 | 15 | nstalaciones Inabensa, S.A.50 Telvent Tráfico y Transporte, S.A | 4°2.54°2.3 | (4)(3) | |
| TTT - AcisaTTT - Acisa | Barcelona (SP | 3.00 | 50 | Telvent Tráfico y Transporte, S.A | 4°2.3 | (3) | |
| TTT - Electronic Trafic | Madrid (SP) | 1.5 0 | 50 | Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |
| TTT - Electrosistemas Bach | Barcelona (SI | 2.83 | 47 | Telvent Tráfico y Transporte, | 4°2.a | (3) | |
| TTT - Etra - Sice | Barcelona (SP | 3.00 | 50 | Telvent Tráfico y Transporte, S.A | 4°2.3 | (3) | |
| TTT - Etralux - Sice | Madrid (SP) | 46 | Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | ||
| TTT - Iceacsa | A Coruña (SP | 6.50 | 50 | Telvent Tráfico y Transporte, | 4°2.5 | (3) | |
| TTT - Idom | Madrid (SP) | 1.50 | 50 | Telvent Tráfico y Transporte, | 4°2.5 | (3) | |
| TTT - Inabensa | Gijon (SP) | 80 Telvent Tráfico y Transporte, | 4°2.a | (3) | |||
| TTT - Inabensa - Acisa | Barcelona (SP | 2.00 | 34 Telvent Tráfico y Transporte, | 4°2.a | (3) | ||
| TTT - Indra Sistemas | Madrid (SP) | 50 | Telvent Tráfico y Transporte, | 4°2.a | (3) | ||
| TTT - Indra Sistemas | Madrid (SP | 50 Telvent Tráfico y Transporte, | 4°2.a | (3) | |||
| TTT - Indra Sistemas | Madrid (SP) | 1.50 | 50 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| TTT - Indra Sistemas | Madrid (SP) | 36 Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | |||
| TTT - Indra SistemasTTT - Roig Obres Serveis i Medi Ambient | Madrid (SP | 3.3C | 36 Telvent Tráfico y Transporte, S.A | 4°2.a4°2.a | (3)(3) | ||
| TTT - Sice | Barcelona (SFMadrid (SP) | 55 Telvent Tráfico y Transporte, S.A.50 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |||
| TTT - Sice | Madrid (SP | 70 Telvent Tráfico y Transporte, | 4°2.a | (3) | |||
| TTT - Sice | Madrid (SP) | 49 Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | |||
| TTT - Tecnocontrol | Madrid (SP) | 1.50 | 50 Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | ||
| TTT - Tecnocontrol | Madrid (SP) | 50 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) |
Annual Report 2010ABENGOA
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of $\epsilon$ | % ofNominalCapital | Partner Company in Entity | $(*)$ | Art. oR.D1815/ | Activity(See Page3) |
| TTT- Etra Cataluña | Barcelona (SP) | 50 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |||
| TTT-Atos Origin-Indra Sistem | Madrid (SP) | 1.98 | 33 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| TTT-Cobra-Ansaldo | Madrid (SP) | 40 Telvent Tráfico y Transporte, S.A. | 4°2.3 | (3) | |||
| TTT-Cobra-Conservación | Vizcaya (SP)Madrid (SP) | 1.50 | 30 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| TTT-DaviñaTúnel Rovira | Barcelona (SP) | 1.962.00 | 80 Telvent Tráfico y Transporte, S.A. | $4^{\circ}2.a$4°2.a | (3)(4) | ||
| Ute Cantabria | Madrid (SP) | 1.50 | 33 Instalaciones Inabensa, S.A.50 Telvent Tráfico y Transporte, S.A. | 4°2.3 | (3) | ||
| Ute Abencor-Inabensa Chicla Montalvo | Chiclana (SP) | 2.40 | 20 Abencor Suministros, S.A. | 4°2.5 | (4) | ||
| Ute Abener Befesa Cortes de Pallas | Seville (SP) | 20 Abener Energía, S.A. | 4°2.3 | (4) | |||
| Ute Abener Befesa Sahechores | Seville (SP) | 0 Abener Energía, S.A. | 4°2.5 | (4) | |||
| Jte Abener Hasi R'Mel Construction | Seville (SP) | 0 Abengoa Solar New Technologies | 4°2.5 | (5) | |||
| Jte Abener Hasi R'Mel O&M | Argel (AR) | 30 Abengoa Solar España | 4°2.3 | (5) | |||
| Ute Abener Inabensa | Seville (SP) | 70 Abener Energía, S.A. | 4°2.5 | (4) | |||
| Jte Abener Inabensa Germany | Seville (SP) | 70 Abener Energía, S.A. | 4°2.5 | (4) | |||
| Jte Abener Inabensa NP Tabasco | Seville (SP)Seville (SP) | 70 Abener Energía, S.A. | 4°2.5 | (4) | |||
| Ute Abener Inabensa Paises BajosJte Abener Teyma Emirates I | Seville (SP) | 70 Abener Energía, S.A.50 Abener Energía, S.A. | 4°2.54°2.5 | (4)(4) | |||
| Jte Abener Teyma Helio Energy I | Seville (SP) | 50 Abener Energía, S.A. | 4°2. | (4) | |||
| Ute Abener Teyma Helio Energy II | Seville (SP) | 50 Abener Energía, S.A. | 4°2. | (4) | |||
| Ute Abener Teyma Helios I | Seville (SP) | 50 Abener Energía, S.A. | 4°2.5 | (4) | |||
| Ute Abener Teyma Helios II | Seville (SP) | 50 Abener Energía, S.A. | 4°2.a | (4) | |||
| Ute Abener Teyma Solaben 3 | Seville (SP) | 50 Abener Energía, S.A. | 4°2. | (4) | |||
| Jte Abener Teyma Solaben K | Seville (SP) | 50 Abener Energía, S.A. | 4°2. | (4) | |||
| Ute Abener Teyma Solaben II | Seville (SP) | 50 Abener Energía, S.A. | 4°2.5 | (4) | |||
| Ute Abener Teyma Solacor I | Seville (SP) | 50 Abener Energía, S.A. | 4°2.5 | (4) | |||
| Ute Abener Teyma Solacor I | Seville (SP) | 50 Abener Energía, S.A. | 4°2.5 | (4) | |||
| Ute Abensaih | Seville (SP) | 3.90 | 65 Befesa Aqua, S.A.U. | 4°2.5 | (2) | ||
| Ute Abensaih 10192 | Madrid (SP)eville (SF | 2.102.94 | 40 Telvent Energía, S.A. | 4°2.5 | (3) | ||
| Ute Abensaih Guadalate BarbateUte Abensaih Guadalete | adiz (SP) | 3.06 | 49 Telvent Environment, S.A.51 Befesa Aqua, S.A.U. | 4°2.4°2.a | (3)(2) | ||
| Ute Abensaih Guadalguivir | Seville (SP) | 3.06 | 51 Befesa Agua, S.A.U | 4°2.5 | (2) | ||
| Ute Abensaih Guadalquivir | eville (SP) | 2.94 | 49 Telvent Environment, S.A | 4°2. | (3) | ||
| Ute Ampliación CCTV | Madrid (SP) | 1.50 | 50 Telvent Tráfico y Transporte, S.A | 4°2.3 | (3) | ||
| Ute Ampliación M-30 | Madrid (SP) | 20 Telvent Tráfico y Transporte, S.A. | 4°2.5 | (3) | |||
| Ute Arce sistemas-T.Interac | Bilbao (SP) | 0.43 | 50 Telvent Global Services | 4°2.5 | (3) | ||
| Ute Atabal | Malaga (SP) | 3.19 | 53 Befesa Agua, S.A.U. | 4°2.5 | (2) | ||
| Ute CAC Arequipa | Peru (PE) | 6.82 | 51 Befesa Agua, S.A.U. | 4°2.3 | (2) | ||
| Ute CCAC Arequipa | Peru (PE) | 3.34 | 25 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Ute Centre Vic | Barcelona (SP | 50 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |||
| Ute DecaUte Electro Roig - TTT | Almeria (SP)Madrid (SP) | 1.94 | 32 Befesa Agua, S.A.U.50 Telvent Tráfico y Transporte, S.A. | 4°2.34°2.a | (2)(3) | ||
| Jte Esclusa 42 | eville (SP) | 1.80 | 30 Telvent Eenergia S.A | 4°2.a | (3) | ||
| Jte Etra Cataluña - TTT (UTE Corredors B1) | Barcelona (SF | Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |||
| Ute Hassi R'Mel Construction | Seville (SP) | 70 Abener Energía, S.A. | 4°2.a | (4) | |||
| Ute Hassi R'Mel O&M | Seville (SP) | 70 | Abener Energía, S.A. | 4°2.a | (4) | ||
| Jte Inabensa-Eucomsa-Perú | seville (SP) | 1.80 | 30 | Europea de Construcciones Metálicas S.A | 4°2.5 | (4) | |
| Jte Indra - TTT (Radares Centro) | Madrid (SP) | 1.50 | 50 Telvent Tráfico y Transporte, S.A | 4°2.3 | (3) | ||
| Jte Levatel | Madrid (SP) | 50 Telvent Energía, S.A | 4°2. | (3) | |||
| Jte LFF Consultores y Asesores - TTT - Indra | Madrid (SP) | 1.98 | 33 | Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |
| Jte Mantenimiento RVCA Andalucía | Seville (SP) | 45 Telvent Environment, S.A. | 4°2.3 | (3) | |||
| Jte Marismas Construcción | Seville (SP | 10.80 | 90 | Befesa Agua, S.A.U | 4°2. | ||
| Ute Operación Verano | Madrid (SP)Madrid (SP) | 1.50 | 30 | 50 Telvent Tráfico y Transporte, S.A. | 4°2.54°2. | (3)(3) | |
| Ute PanelesUte Poniente Almeriense | Almeria (SP) | 6.01 | Telvent Eenergia S.A50 Befesa Gestión de residuos Industriales | 4°2. | (2) | ||
| Ute Res IRIS (Eurocomercial informática y comunicaciones, S.A) | Madrid (SP) | 0.79 | 99 Telvent Global Services | 4°2. | (3) | ||
| Ute Saih Sur | Seville (SP) | 3.00 | 33 | Telvent Eenergia S.A | 4°2.a | (3) | |
| Ute Scada Norte Jordania | Seville (SP | 20 Telvent Environment, S.A | 402. | (3) | |||
| Ute Sevic | Barcelona (SI | 50 | Telvent Tráfico y Transporte, | 4°2.a | (3) | ||
| Ute Sice - TTT (Sictram) | Madrid (SP) | 40 Telvent Tráfico y Transporte, S.A | 4°2.5 | (3) | |||
| Ute Sice - TTT Accesos Zaragoza II | Madrid (SP) | 1.47 | 49 Telvent Tráfico y Transporte, S.A | $4^{\circ}2.a$ | (3) | ||
| Ute T. Interactiva-Caymasa El Sendero | Seville (SP) | 3.60 | 60 | Telvent Global Services | 4°2.2 | (3) | |
| Ute T.Interac Esri España | Huelva (SP) | 50 Telvent Global Services | 4°2.3 | (3) | |||
| Ute T.Interac-Sadiel | Seville (SP) | 4.2C | 70 Telvent Interactiva,s.a | $4^{\circ}2.a$ | (3) | ||
| Ute Tecnocontrol - TTT | Madrid (SP) | 6.27 | 50 Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | ||
| Ute Telvent Interactiva, S.A.- Indra Sistemas, S.A.- Isoft Sanidad S.A.-Everis Spain S.L | Seville (SP) | 2.641.5 C | 22 Telvent Interactiva, s.a | 4°2.a | (3) | ||
| Ute Telvent Interactiva-Novasoft Sica | Seville (SP) | 50 Telvent Interactiva, s.a | $4^{\circ}2.a$4°2.a | (3)(3) | |||
| Ute Telvent KeylandUte Telvent Tráfico y Transporte - Floria Diseño | Madrid (SPMadrid (SP | 80 Telvent Energía, S.A51 Telvent Tráfico y Transporte, S.A. | 4°2.3 | (3) | |||
| Ute Telvent-Novasoft Aplicaciones TIC Junta de Andalucía | Seville (SP) | 70 Telvent Global Services | 4°2.a | (3) | |||
| Ute Tema/Isolux | Madrid (SP | 3.01 | 50 Telvent Energía, S.A | 4°2.a | (3) | ||
| UTE Tema/Sufi | Madrid (SP) | 3 nc | 50 Telvent Energía, S.A | $(*)$ | 4°2.a | (3) | |
Appendix III
Joint Ventures included in the 2010 Consolidation Perimeter using the Proportional Integration Method (Continuation)
| Shareholding | ||||||
|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of $E$ | % ofNominalCapital | Partner Company in Entity | Art. oR.D.1815/9 | Activity(See Page3) |
| Ute Tema/Tradia | Seville (SP) | 13.00 | 65 | Telvent Energía, S.A | 4°2.a | (3) |
| UTE Teyma-Sadiel-Isotrol | Seville (SP) | 4.00 | 30 Telvent Energía, S.A. | 4°2.a | (3) | |
| Ute Th-To | Madrid (SP) | 50 Telvent Global Services | 4°2.a | (3) | ||
| Ute Torre Isla Cartuja | Seville (SP) | 12.00 | 20 | Instalaciones Inabensa, S.A. | 4°2.8 | (4) |
| Ute TTT - Acisa | Barcelona (SP) | 50 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| Ute TTT - Acisa - Lectro 90 | Barcelona (SP) | 23 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| Ute TTT - Iceacsa (Explotacion Centro Control Noroeste) | A Coruña (SP) | 3.00 | 50 | Telvent Tráfico y Transporte, S.A | 4°2.a | (3) |
| Ute TTT - Inabensa | Barcelona (SP) | 1.50 | 50 | Telvent Tráfico y Transporte, S.A | $4^{\circ}2.a$ | (3) |
| Ute TTT - Inabensa (UTE Jerez-Algeciras) | Seville (SP) | Telvent Tráfico y Transporte, S.A. | 4°2.3 | (3) | ||
| Ute TTT - Meym 2000 ( Postes SOS Barcelona) | Barcelona (SP) | 50 | Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |
| Ute TTT - TI - Inabensa | Seville (SP) | 40 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| Ute Villanueva | Cordoba (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Ute Villarreal | Castellon (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Ute Vinalopó | Alicante (SP) | 2.00 | 33 Befesa Agua, S.A.U. | 4°2.5 | (2) | |
| Utrera | Seville (SP) | 3.31 | 50 Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Valdeinfiemo | Murcia (SP) | 0.60 | 20 Befesa Aqua, S.A.U | 4°2.a | (2) | |
| Valdeinfiemo | Murcia (SP) | 1.20 | 40 Construcciones y Depuraciones, S.A. | 4°2.a | (2) | |
| Valdelentisco | Murcia (SP) | 4.80 | 80 Befesa Agua, S.A.U. | 4°2.3 | (2) | |
| Vall Baixa | Lerida (SP) | 6.00 | 50 Befesa Aqua, S.A.U. | $4^{\circ}2.a$ | (2) | |
| Winterra-Inabensa C.S. San Paio | Compotela (SP) | 2.00 | 30 | Instalaciones Inabensa, S.A. | 4°2.3 | (4) |
| Winterra-Inabensa Guardia Civil | Compotela (SP) | 2.00 | 30 | Instalaciones Inabensa, S.A. | 4°2.a | (4) |
| Winterra-Inabensa Monterroso | Compotela (SP) | 6.00 | 30 Instalaciones Inabensa, S.A. | 4°2.3 | (4) | |
| Winterra-Inabensa Pet-tac Meixoeiro | Compotela (SP) | 1.20 | 30 Instalaciones Inabensa, S.A. | 4°2.a | (4) | |
| Winterra-Inabensa Sarriá | Compotela (SP) | 2.00 | 30 Instalaciones Inabensa, S.A. | 4°2.a | (4) | |
| Xerta Senia | Lerida (SP) | 3.00 | 50 Befesa Agua, S.A.U. | 4°2.e | (2) | |
| Zonas Deportivas La Nucia | Alicante (SP) | 4.50 | 45 | Instalaciones Inabensa, S.A. | 4°2.a | (4) |
(*) Companies/entities included in the consolidated group in the present year
$(1)$ $(2)$ $(3)$ $(4)$ $(5)$ $(6)$
Bioenergy Business Group.Environmental Services Business Group.Information Technology Business Group.Engineering and Industrial Construction Business Group.SolarAdquisition and running of rural an urban property, toge
Companies with Electricity Operations included in the 2010 Consolidation Perimeter
| Name | Registered Address | Activity (*) | Remarks |
|---|---|---|---|
| Abengo a Cogeneración Tabasco, S. de R.L. de C.V. | Mexico D.F. (MX) | $\overline{4}$ | Construction phase |
| Abengoa Hellas Solar Power Systems Limited Liabilities Company | Atenas (GR) | 6 | Construction phase |
| Abengo a Solar Australia Pty LimitedAbengo a Solar India Private Limited | Melbourne (AU)Maharashtra (IN) | $,$ 6 $,$5 | Construction phaseConstruction phase |
| Abengo a Solar Sicilia S.R.L | Rome (IT) | $\overline{5}$ | Construction phase |
| Abengo a Solar South Africa | Pretoria (SDF) | 5 | Construction phase |
| Abengoa Transmisión Norte, S.A | Lima (PE) | 9 | Construction phase |
| Abengo a Transmisión Sur, S.A. | Lima (PE) | $\mathbf{Q}$ | Construction phase |
| Abenor, S.A. | Santiago (CL) | 9 | Operatio nal |
| Almadén Solar, S.A | Seville (SP) | 6 | Operatio nal |
| Aprofursa, Aprovechamientos Energéticos Furesa, S.A | Murcia (SP) | -1 | Operational |
| Arao Enerxías Eólica, S.L. | A Coruña (SP | $\overline{2}$ | En fase de construcción |
| Araucana de Electricidad, S.A.Arizona Solar One, LLC | Santiago (CL)Colorado (USA) | $\mathbf{Q}$6 | OperationalOperational |
| Ashalim Solar Power One Ltd. | Tel Aviv (IS) | $,$ 6 $,$ | Construction phase |
| ATE Transsmisora de Energía, S.A | R. de Janeiro (BR) | 9 | Operational |
| ATE Il Transmissora de Energia, S.A | R. de Janeiro (BR) | 9 | En actividad |
| ATE III Transmissora de Energia, S.A. | R. de Janeiro (BR) | $\mathsf{9}$ | En actividad |
| ATE IV Sao Mateus Transmissora de Energía, S.A. | R. de Janeiro (BR) | $\mathsf{9}$ | En actividad |
| ATE V Londrina Transmissora de Energía, S.A | R. de Janeiro (BR) | 9 | En actividad |
| ATE VI Campos Novos Transmissora de Energía , S.A | R. de Janeiro (BR) | 9 | En actividad |
| ATE VII- Foz do Iguacú Transmissora de Energía, S.A | R. de Janeiro (BR) | 9 | En actividad |
| ATE VIII Estação Transmissora de Energia S/A | R. de Janeiro (BR) | 99 | Construction phase |
| ATE IX Transmissora de Energía, S.AATE XI, Manaus Transmissora de Energía | R. de Janeiro (BR)R. de Janeiro (BR) | 5 | Construction phaseConstruction phase |
| ATE XIII, Norte Brasil Transmissora de Energía S.A | R. de Janeiro (BR) | 5 | Construction phase |
| ATE XV Transmissora de Energia S.A | R. de Janeiro (BR) | 5 | Construction phase |
| ATE XVI | R. de Janeiro (BR) | 9 | Construction phase |
| ATE XVII | R. de Janeiro (BR) | 9 | Construction phase |
| ATN 1 | Lima (PE) | 9 | Construction phase |
| Befesa Duslfuración, S.A | Barakaldo (SP) | 8 | Operatio nal |
| Befesa Plásticos, S.L | Murcia (SP | 8 | Operatio nal |
| Biocarburantes de Castilla y León, S.A | Salamanca (SP) | 3 | Operationa |
| Bioetanol Galicia, S.A | A Coruña (SP | 35. | Operationa |
| Captasol Fotovoltaica 1, S.L | Seville (SP | 5. | Operationa |
| Captasol Fotovoltaica 2, S.LCaptasol Fotovoltaica 3, S.L | Seville (SP)Seville (SP | 5 | OperationalOperational |
| Captasol Fotovoltaica 4, S.L | Seville (SP | $\overline{B_1}$ | Operational |
| Captasol Fotovoltaica 5, S.L | Seville (SP | 5 | Operational |
| Captasol Fotovoltaica 6, S.L | Seville (SP) | 5 | Operationa |
| Captasol Fotovoltaica 7, S.L | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 8, S.L | Seville (SP | 5 | Operationa |
| Captasol Fotovoltaica 9, S.L | Seville (SP | 5 | Operational |
| Captasol Fotovoltaica 10, S.L | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 11, S.LCaptasol Fotovoltaica 12, S.L | Seville (SP)Seville (SP | 55 | OperationalOperational |
| Captasol Fotovoltaica 13, S.L | Seville (SP) | 5 | Operational |
| Captasol Fotovoltaica 14, S.L | Seville (SP) | 5 | Operational |
| Captasol Fotovoltaica 15,S.L | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 16, S.L | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 17.S.L. | Seville (SP) | 5 | Operational |
| Captasol Fotovoltaica 18, S.L. | Seville (SP) | 5 | Operational |
| Captasol Fotovoltaica 19, S.L. | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 20, S.L. | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 21, S.L | Seville (SP) | 55 | OperationalOperatio nal |
| Captasol Fotovoltaica 22, S.L.Captasol Fotovoltaica 23, S.L. | Seville (SP)Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 24, S.L | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 25, S.L | Seville (SP * | 5 | Operatio nal |
| Captasol Fotovoltaica 26, S.L. | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 27, S.L. | Seville (SP) | 5 | Operational |
| Captasol Fotovoltaica 28, S.L. | Seville (SP ® | 5 | Operational |
| Captasol Fotovoltaica 29, S.L. | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 30, S.L. | Seville (SP) | 5 | Operatio nal |
| Captasol Fotovoltaica 31, S.L. | Seville (SP) | $,$ 5 $,$ | Operatio nal |
| Captasol Fotovoltaica 32, S.LCaptasol Fotovoltaica 33, S.L | Seville (SP)Seville (SP | $,$ 5 $,$5 | Operatio nalOperationa |
| Captasol Fotovoltaica 34, S.L | Seville (SP | 5 | Operational |
| Captasol Fotovoltaica 35, S.L | Seville (SP | 5 | Operational |
| Captasol Fotovoltaica 36, S.L | Seville (SP | 5 | Operational |
| Captasol Fotovoltaica 37, S.L | Seville (SP | 5 | Operational |
Appendix IV
Companies with Electricity Operations included in the 2010 Consolidation Perimeter (Continuation)
| Name | Registered Address | Activity (*) | Remarks |
|---|---|---|---|
| Captasol Fotovoltaica 38, S.L. | Seville (SP) | -5 | Operational |
| Captasol Fotovoltaica 39, S.L. | Seville (SP) | 5 | Operational |
| Captasol Fotovoltaica 40, S.L. | Seville (SP) | $\overline{5}$ | Operational |
| Captasol Fotovoltaica 41, S.L. | Seville (SP) | -5 | Operatio nal |
| Captasol Fotovoltaica 42, S.L. | Seville (SP) | $,$ 5 $,$ | Operational |
| Captasol Fotovoltaica 43, S.LCaptasol Fotovoltaica 44, S.L | Seville (SP)Seville (SP | 5$\overline{5}$ | OperationalOperational |
| Captasol Fotovoltaica 45, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 46, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 47, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 48, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 49, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 50, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 51, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 52, S.LCaptasol Fotovoltaica 53, S.L | Seville (SP)Seville (SP) | 55 | Construction phaseConstruction phase |
| Captasol Fotovoltaica 54, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 55, S.I | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 56, S.L | Seville (SP | $\sqrt{2}$ | Construction phase |
| Captasol Fotovoltaica 57, S.I | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 58, S.L | Seville (SP | $\overline{a}$ | Construction phase |
| Captasol Fotovoltaica 59, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 60, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 61, S.LCaptasol Fotovoltaica 62, S.L | Seville (SP)Seville (SP) | 55 | Construction phaseConstruction phase |
| Captasol Fotovoltaica 63, S.L | eville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 64, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 65, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 66, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 67, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 68, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 69, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 70, S.L. | Seville (SP) | 55 | Construction phase |
| Captasol Fotovoltaica 71, S.L.Captasol Fotovoltaica 72, S.L. | Seville (SP)Seville (SP) | $,$ 5 $,$ | Construction phaseConstruction phase |
| Captasol Fotovoltaica 73,S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 74, S.L | Seville (SP | -5 | Construction phase |
| Captasol Fotovoltaica 75, S.L. | Seville (SP) | -5 | Construction phase |
| Captasol Fotovoltaica 76, S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 77, S.L. | Seville (SP ® | -5 | Construction phase |
| Captasol Fotovoltaica 78 S.L | Seville (SP | 5 | Construction phase |
| Captasol Fotovoltaica 79 S.L.Cogeneración Motril, S.A | Seville (SP)Seville (SP) | 51 | Construction phaseOperational |
| Copero Solar Huerta Uno, S.A. | Seville (SP) | $\overline{5}$ | Operational |
| Copero Solar Huerta Dos, S.A | Seville (SP) | $\overline{5}$ | Operational |
| Copero Solar Huerta Tres, S.A | Seville (SP | $\sqrt{5}$ | Operatio nal |
| Copero Solar Huerta Cuatro, S.A | Seville (SP | 5 | Operational |
| Copero Solar Huerta Cinco, S.A | Paris (FR) | 5 | Operatio nal |
| Copero Solar Huerta Seis, S.A | Seville (SP | 5 | Operational |
| Copero Solar Huerta Siete, S.A | Seville (SP | 5 | Operatio nal |
| Copero Solar Huerta Ocho, S.ACopero Solar Huerta Nueve, S.A | Seville (SPSeville (SP | 55 | OperationalOperationa |
| Copero Solar Huerta Diez, S.A. | Seville (SP 1 | 5 | Operational |
| Cogeneración Villaricos, S.A. | Seville (SP) | 1 | Operational |
| Cycon Solar, LTD. | Cyprus (GR) | 6 | Construction phase |
| Ecocarburantes Españoles, S.A | Murcia (SP) | $\overline{3}$ | Operational |
| Enernova Ayamonte S.A | Huelva (SP) | $\overline{4}$ | Operational |
| Evacuación Valdecaballeros, S.L. | Madrid (SP | $\overline{6}$ | Construction phase |
| Fotovoltaica Solar Sevilla, S.A. | Seville (SP | 5 | Operational |
| Freener-g, LLC | Minneapolis (USA) | 56 | Operational |
| Gestión de Evacuación Don Rodrigo, S.L.Harper Dry Lake Land Company LLC | Seville (SPVictorville (USA) | $6\phantom{1}6$ | OperationalConstruction phase |
| Helio Energy Electricidad Uno, S.A | Seville (SP | 6 | Construction phase |
| Helio Energy Electricidad Dos, S.A. | Seville (SP) | 6 | Construction phase |
| Helio Energy Electricidad Tres, S.A. | Seville (SP) | 6 | Construction phase |
| Helio Energy Electricidad Cuatro, S.A | Seville (SP) | 6 | Construction phase |
| Helio Energy Electricidad Cinco, S.A | Seville (SP | 6 | Construction phase |
| Helio Energy Electricidad Seis, S.A | Seville (SP) | 6 | Construction phase |
| Helio Energy Electricidad Siete, S.AHelio Energy Electricidad Ocho, S.A | Seville (SP)Seville (SP) | 66 | Construction phaseConstruction phase |
| Helio Energy Electricidad Nueve, S.A | Seville (SP | Construction phase |
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| YI8GF297GI< <dl<mn5nzn< td="">5G34<ayvc< td="">_QGI89:R>97GI<st284< td=""></st284<></ayvc<></dl<mn5nzn<> | 5G34 <ayvc< td="">_QGI89:R>97GI<st284< td=""></st284<></ayvc<> | _ | QGI89:R>97GI <st284< td=""></st284<> |
| YI8GF297GI< <el<mn5nznYI8GF297GI<<fl<mn5nzn< td=""></fl<mn5nzn<></el<mn5nzn | |||
| YI8GF297GI <g<mn5nz< td="">O2F4:3G<ayvc< td=""></ayvc<></g<mn5nz<> | O2F4:3G <ayvc< td=""></ayvc<> | ||
| YI8GF297GI <_<mn5nzYI8GF297GI<p<mn5nz< td=""></p<mn5nz<></mn5nz | |||
| YI8GF297GI <cn5nz< td=""></cn5nz<> | |||
| YI8GF297GI <h<mn5nz< td=""></h<mn5nz<> | |||
| YI8GF297GI <<mn5nzYI8GF297GI<di<mn5nz< td=""></di<mn5nz<></mn5nz | |||
| YI8GF297GI <dd<mn5nz< td=""></dd<mn5nz<> | |||
| YI8GF297GI <de<mn5nzYI8GF297GI<df<mn5nz< td="">5G34<ayvc< td=""></ayvc<></df<mn5nz<></de<mn5nz | 5G34 <ayvc< td=""></ayvc<> | ||
| YI8GF297GI <dg<<mn5nzn< td=""></dg<<mn5nzn<> | |||
| YI8GF297GI <d_<<mn5nzn< td=""></d_<<mn5nzn<> | |||
| YI8GF297GI <dp<<mn5nznYI8GF297GI<dc<<mn5nzn< td=""></dc<<mn5nzn<></dp<<mn5nzn | |||
| YI8GF297GI <dh<<mn5nzn< td=""></dh<<mn5nzn<> | |||
| YI8GF297GI <d<<mn5nznYI8GF297GI<ei<<mn5nzn< td=""></ei<<mn5nzn<></d<<mn5nzn | |||
| YI892F2>7GI48<^G9G?GF927>28 vg::4R`FF2:L<d<mnzn< td="">M4?7FF4<amoc< td=""></amoc<></d<mnzn<></vg::4> | M4?7FF4 <amoc< td=""></amoc<> | ||
| YI892F2>7GI48<^G9G?GF927>28 vg::4R`FF2:L<e<mnzn< td=""></e<mnzn<></vg::4> | |||
| YI892F2>7GI48<^G9G?GF927>28 vg::4R`FF2:L<f<mnznY92F6489<=]4I6G2<mgf2:l<mn:nfnn< td="">5G34<ayvc< td=""></ayvc<></mgf2:l<mn:nfnn<></f<mnzn</vg::4> | 5G34 <ayvc< td=""></ayvc<> | ||
| j2kR <qmo<mgr9t<=l:7>2<ao:gs:7492:@c<z73794;< td="">m2R94I6<amj^c< td="">PQGI89:R>97GI<st284< td=""></st284<></amj^c<></ao:gs:7492:@c<z73794;<></qmo<mgr9t<=l:7> | m2R94I6 <amj^c< td="">PQGI89:R>97GI<st284< td=""></st284<></amj^c<> | P | QGI89:R>97GI <st284< td=""></st284<> |
| jT7 <qmo<mgr9t<=l:7>2<ao:gs:7492:@c<z73794;Z28<q2]4k28<^g9g?gf927>2L<mnzn< td="">M4?7FF4<amoc< td="">_US4:297GI2F</amoc<></mnzn<></q2]4k28<^g9g?gf927></ao:gs:7492:@c<z73794;</qmo<mgr9t<=l:7> | M4?7FF4 <amoc< td="">_US4:297GI2F</amoc<> | _ | US4:297GI2F |
| Z28 <q2]4k28<mgf2:<mnzn< td="">_QGI89:R>97GI<st284< td=""></st284<></q2]4k28<mgf2:<mnzn<> | _ | QGI89:R>97GI <st284< td=""></st284<> | |
| Z7I2:48<^G9G?GF927>2L <mnznZ7IT2<x4:;4<v:2i8378g:2<;4<hi4:672<mn=< td="">n:287F72<an5c< td="">_</td>US4:297GI2FQGI89:R>97GI<st284< td=""></st284<></an5c<></x4:;4<v:2i8378g:2<;4<hi4:672<mn=<></mnzn | n:287F72 <an5c< td="">_</td>US4:297GI2FQGI89:R>97GI<st284< td=""></st284<></an5c<> | _\ | US4:297GI2FQGI89:R>97GI <st284< td=""></st284<> |
| [2:78328 <ox<=dl<mnzn< td="">M4?7FF4<amoc< td="">_US4:297GI2F</amoc<></ox<=dl<mnzn<> | M4?7FF4 <amoc< td="">_US4:297GI2F</amoc<> | _ | US4:297GI2F |
| [2:78328 <ox<=el<mnzn< td=""></ox<=el<mnzn<> | |||
| [2:78328 <ox<=fl<mnzn[2:78328<ox<=gl<mnzn< td=""></ox<=gl<mnzn<></ox<=fl<mnzn | |||
| [2:78328 <ox<=_l<mnzn< td=""></ox<=_l<mnzn<> | |||
| [2:78328 <ox<=pl<mnzn[2:78328<ox<=cl<mnzn< td=""></ox<=cl<mnzn<></ox<=pl<mnzn | |||
| [2:78328 <ox<=hl<mnzn< td=""></ox<=hl<mnzn<> | |||
| [2:78328 <ox<=\l<mnzn< td=""></ox<=\l<mnzn<> | |||
| [2:78328 <ox<=dil<mnzn[2:78328<ox<=ddl<mnzn< td=""></ox<=ddl<mnzn<></ox<=dil<mnzn | |||
| [2:78328 <ox<=del<mnzn< td=""></ox<=del<mnzn<> | |||
| [2:78328 <ox<=dfl<mnzn[2:78328<ox<=dgl<mnzn< td=""></ox<=dgl<mnzn<></ox<=dfl<mnzn | |||
| [2:78328 <ox<=d_l<mnzn< td=""></ox<=d_l<mnzn<> | |||
| [2:78328 <ox<=dpl<mnzn< td=""></ox<=dpl<mnzn<> | |||
| [2:78328 <ox<=dcl<mnzn[2:78328<ox<=dhl<mnzn< td=""></ox<=dhl<mnzn<></ox<=dcl<mnzn |
| !"#$%&"'&"()'" &%*++"#,-.- %+" | /'"'0"*"1 | ||
|---|---|---|---|
| 2345 | 65789:5;5<=><<;599 | >?:8@8:A=BCD | 6543;E9 |
| F3;89439=GH=IJK=LMNMF3;89439=GH=IUK=LMNM | L5@8OO5=BLGD | P | QR5;3:8ST3O |
| F3;89439=GH=IVK=LMNM= | |||
| F3;89439=GH=IPK=LMNMF3;89439=GH=IWK=LMNM | |||
| F3;89439=GH=IXK=LMNM | |||
| F3;89439=GH=IYK=LMNMF3;89439=GH=IZK=LMNM | |||
| F3;89439=GH=I[\K=LMNM= | |||
| F3;89439=GH=I[[K=LMNMF3;89439=GH=I[JK=LMNM | |||
| F3;89439=GH=I[UK=LMNM= | |||
| F3;89439=GH=I[VK=LMNMF3;89439=GH=I[PK=LMNM= | |||
| F3;89439=GH=I[WK=LMNM= | |||
| F3;89439=GH=I[XK=LMNMF3;89439=GH=I[YK=LMNM | |||
| F3;89439=GH=][K=LMNM | |||
| F3;89439=GH=]JK=LMNMF3;89439=GH=]UK=LMNM | |||
| F3;89439=GH=]VK=LMNM | |||
| F3;89439=GH=]VK=LMNM=F3;89439=GH=]PK=LMNM | |||
| F3;89439=GH=]WK=LMNM | |||
| F3;89439=GH=]XK=LMNMF3;89439=GH=]YK=LMNM | |||
| F3;89439=GH=]ZK=LMNM | |||
| F3;89439=GH=][\K=LMNMF3;89439=GH=][[K=LMNM | |||
| F3;89439=GH=][JK=LMNM | |||
| F3;89439=GH=][UK=LMNMF3;89439=GH=][VK=LMNM | |||
| F3;89439=GH=][PK=LMNM | |||
| F3;89439=GH=][WK=LMNM=F3;89439=GH=][XK=LMNM | |||
| F3;89439=GH=][YK=LMNM | |||
| F3;89439=GH=^[K=LMNMF3;89439=GH=^JK=LMNM | |||
| F3;89439=GH=^UK=LMNM | |||
F3;_<3;3=>E93A=a;b3=G;8@3:5=N848:5<=F3;_9:`3O=d;55T=GSe5;=G;8@3:5=N848:5< |
F33;39:;3=Bc2D |
W | ]ST9:;_?:8ST=R`395 |
| FSb3@5=LSO3;=NN] | I5;E5O5A=BaL>D | ||
| 2S;@5T:_9=>:OfT:8?SK=LMN2h^K=2S;<59:5=h;3T94899S;3=<5=^T5;7i3K=LM>M | >=]S;_g3=BLGD6M=<5=j3T58;S=BI6D | JZ | ]ST9:;_?:8ST=R`395QR5;3:8ST3O |
| G3O4_?`SK=LM>M | L3T:837S=B]ND | ||
| G_5;:S=653O=]S75T5;3?8kTK=LM>MG;S?59S9=^?SOk78?S9=H8O?`59K=LM>M | L5@8OO5=BLGD | U | QR5;3:8ST3O |
63b3:3T=GS:ST=^T5;7A |
F33;39:;3=Bc2D |
W | ]ST9:;_?:8ST=R`395 |
| L3TO_?3;=LSO3;K=LM>MBGLl[\DL`349=GSe5;=]S4R3TA=GjL] | L5@8OO5=BLGD>m_=n3m8 | WW | QR5;3:8ST3O]ST9:;_?:8ST=R`395 |
| LSO3m5T=^O5?:;8?8<3<=aTSK=LM>M | I3<3bSo=BLGD | ||
| LSO3m5T=^O5?:;8?8<3<=nS9K=LM>MLSO3m5T=^O5?:;8?8<3<=h;59K=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=]_3:;SK=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=]8T?SK=LM>MLSO3m5T=^O5?:;8?8<3<=L589K=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=L85:5K=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=Q?`S=LM>MLSO3m5T=^O5?:;8?8<3<=2_5@5=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=n85oK=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=QT?5K=LM>MLSO3m5T=^O5?:;8?8<3<=nS?5K=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=h;5?5K=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=]3:S;?5K=LM>LSO3m5T=^O5?:;8?8<3<=p_8T?5K=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=n85?89589K=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=n85?8985:5K=LM>MLSO3m5T=^O5?:;8?8<3<=n85?8S?`SK=LM>M | |||
| LSO3m5T=^O5?:;8?8<3<=n85?8T_5@5K=LM>MLSO3m5T=^O5?:;8?8<3<=H58T:5K=LM>M |
Companies with Electricity Operations included in the 2010 Consolidation Perimeter (Continuation)
| Name | Registered Address | Activity (*) | Remarks |
|---|---|---|---|
| Solacor Electricidad Dos, S.A. | Seville (SP) | 6 | Construction phase |
| Solacor Electricidad Tres, S.A. | Seville (SP) | 6 | Construction phase |
| Solar de Receptores de Andalucía S.A. | Seville (SP) | 5 | Operational |
| Solar Nerva SLU | Huelva (SP) | 5 | Construction phase |
| Solar Power Plant One | Argel (DZ) | 6 | Construction phase |
| Solar Processes, S.A.(PS-20) | Seville (SP) | 6 | Operational |
| Solargate Electricidad Uno, S.A. | Seville (SP) | 6 | Construction phase |
| Solargate Electricidad Dos, S.A. | Seville (SP) | 6 | Construction phase |
| Solargate Electricidad Tres, S.A. | Seville (SP) | 6 | Construction phase |
| Solargate Electricidad Cuatro, S.A. | Seville (SP) | 6 | Construction phase |
| Solargate Electricidad Cinco, S.A. | Seville (SP) | $_{\rm 6}$ | Construction phase |
| Solargate Electricidad Seis, S.A. | Seville (SP) | $6\phantom{.}6$ | Construction phase |
| Solargate Electricidad Siete, S.A. | Seville (SP) | 6 | Construction phase |
| Solargate Electricidad Ocho, S.A. | Seville (SP) | 6 | Construction phase |
| Solargate Electricidad Nueve, S.A. | Seville (SP) | 6 | Construction phase |
| Solargate Electricidad Diez, S.A. | Seville (SP) | 6 | Construction phase |
| Solargate Electricidad Once, S.A. | Seville (SP) | 6 | Construction phase |
| Solargate Electricidad Doce, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad, S.A.AZ-50 | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Uno, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Dos, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Tres, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Cuatro, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Cinco, S.A. | Seville (SP) | $_{\rm 6}$ | Construction phase |
| Solnova Electricidad Seis, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Siete, S.A. | Seville (SP) | $_{\rm 6}$ | Construction phase |
| Solnova Electricidad Ocho, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Nueve, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Diez, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Once, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Doce, S.A. | Seville (SP) | 6 | Construction phase |
| Solúcar Andalucía FV1 S.A | Seville (SP) | 5 | Construction phase |
| Solúcar Andalucía FV2, S.A | Seville (SP) | 5 | Construction phase |
| Solúcar Castilla FV1, S.A. | Seville (SP) | $\overline{5}$ | Construction phase |
| Solúcar Castilla FV2, S.A. | Seville (SP) | 5 | Construction phase |
| Solúcar Extremadura FV1 S.A | Seville (SP) | 5 | Construction phase |
| Solúcar Extremadura FV2, S.A | Seville (SP) | 5 | Construction phase |
| Son Rivieren (Pty) Limited | Gauteng (SDF) | 6 | Construction phase |
| STE-Sul Transmissora de Energía, Ltda. | R. de Janeiro (BR) | 9 | Operational |
(*) Electricity operations as described in Note 2.28 t) in accordance with the provisions of Law 54/1997.
(1) Production under Special Regime: Cogeneration. Primary energy type: Fuel. (2) Production under Special Regime: Wind. Primary energy type: Wind. (3) Includes production under Special Regime: Cogeneration. Primary ener
Appendix V
Companies taxed under the Special Regime for Company Groups at12.31.10
| Abengoa Tax Group Number 02/97 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Abengoa S.A | Seville (SP) | Parent Company |
| Abeinsa Ingenieria y Construccion Industrial, S.A | Seville (SP) | Abengoa, S.A/Siema AG, ZUG |
| Abencor Suministros S.A | Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A./ Neg. Industr. Y Com. S.A |
| Abener Argelia, S.LAbener Energía, S.A | Seville (SP)Seville (SP) | Abener Energía, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A.Abeinsa Ingeniería y Construcción Industrial, S.A |
| Abener Inversiones, S.L. | Seville (SP) | Abener Energía, S.A./ Negocios Industriales Comerciales, S.A. |
| Abengoa Bioenergía Biodiesel S.A | Seville (SP | Abengoa Bioenergía, S.A./Ecoagrícola, S.A |
| Abengoa Bioenergía Inversiones, S.A. | Seville (SP) | Abengoa Bioenergía, S.A./Ecoagrícola, S.A |
| Abengoa Bioenergía Nuevas Tecnologías, S.A | Seville (SP) | Abengoa Bioenergía, S.L./ Instalaciones Inabensa, S.A |
| Abengoa Bioenergía San Roque, S.A. | Cadiz (SP) | Ecoagrícola, S.A./Abengoa Bioenergía, S.A |
| Abengoa Bioenergía, S.A. | Seville (SP) | Abengoa, S.A./Siema AG, ZUG |
| Abengoa Finance | Seville (SP) | Abengoa, S.A. |
| Abengoa Solar España, S.A. | Seville (SP) | Abengoa Solar, S.A./Abengoa Solar PV, S.A |
| Abengoa Solar Internacional, S.A. | Seville (SP) | Abengoa Solar, S.A. |
| Abengoa Solar Extremadura, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Twchnologies, S.A |
| Abengoa Solar New Technologies, S.AAbengoa Solar Power, S.A. | Seville (SP) | Abengoa Solar, S.A.Abengoa Solar, S.A./Abengoa Solar PV, S.A |
| Abengoa Solar PV, S.A. | Seville (SP)Seville (SP) | Abengoa Solar, S.A. |
| Abengoa Solar Venture, S.A. | Seville (SP) | Abengoa Solar, S.A. |
| Abengoa Solar, S.A. | Seville (SP) | Abengoa, S.A./Abengoa Solar España, S.A. |
| Abentel Telecomunicaciones, S.A. | Seville (SP) | Abener Energía, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Aleduca, S.L. | Madrid (SP) | Abengoa Solar PV, S.A |
| Aprovechamientos Energéticos Furesa, S.A | Murcia (SP) | Abener Inversiones, S.L. |
| Asa Iberoamérica, S.L | Seville (SP) | Siema AG/Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Aznalcóllar Solar, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar S.A. |
| Biocarburantes de Castilla y León, S.A. | Salamanca (SP | Abengoa Bioenergía, S.A./Ecoagricola, S.A |
| Bioeléctrica Jiennense, S.A. | Seville (SP) | Abener Inversiones, S.L. |
| Bioetanol Galicia, S.A | A Coruña (SP | Abengoa Bioenergía S.A |
| Captación Solar, S.A. | Seville (SP) | Abener Inversiones, S.L./Abener Energía, S.A |
| aptasol Fotovoltaica 1, S.L | Seville (SP)Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, |
| Captasol Fotovoltaica 2, S.Laptasol Fotovoltaica 3 , S.L | Seville (SP | Abengoa Solar PV/Casaquemada Fotovoltaica,Abengoa Solar PV/Casaquemada Fotovoltaica, |
| Captasol Fotovoltaica 4, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| aptasol Fotovoltaica 5, S.L | Seville (SP | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 6, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, |
| aptasol Fotovoltaica 7, S.L | Seville (SP | Abengoa Solar PV/Casaquemada Fotovoltaica, |
| Captasol Fotovoltaica 8, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 9, S.L | Seville (SP | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 10, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| aptasol Fotovoltaica 11, S.L | Seville (SP | Abengoa Solar PV/Casaquemada Fotovoltaica, |
| Captasol Fotovoltaica 12, S.Laptasol Fotovoltaica 13, S.L | Seville (SP)Seville (SP | Abengoa Solar PV/Casaquemada Fotovoltaica, S.LAbengoa Solar PV/Casaquemada Fotovoltaica, |
| Captasol Fotovoltaica 14, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| aptasol Fotovoltaica 15, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, |
| aptasol Fotovoltaica 16, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, |
| aptasol Fotovoltaica 17, S.L | seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, |
| aptasol Fotovoltaica 18, S.L | seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, |
| aptasol Fotovoltaica 19, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| aptasol Fotovoltaica 20, S.I | eville (SP) | Abengoa Solar PV /Linares Fotovoltaica, |
| aptasol Fotovoltaica 21, S.L | seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 22, S.L | seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, |
| aptasol Fotovoltaica 23, S.L | eville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 24, S.Laptasol Fotovoltaica 25, S.L | eville (SP)eville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.LAbengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 26, S.L | eville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| aptasol Fotovoltaica 27, S.L | eville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 28, S.L | eville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| aptasol Fotovoltaica 29, S.L | eville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 30, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 31, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 32, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 33, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 34, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 35, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 36, S.LCaptasol Fotovoltaica 37, S.L | Seville (SP)Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.LAbengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 38, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 39, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 40, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A | |
| Captasol Fotovoltaica 41, S.L.Captasol Fotovoltaica 42, S.L. | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Abengoa Tax Group Number 02/97 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Captasol Fotovoltaica 43, S. | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| aptasol Fotovoltaica 44, S.I | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| aptasol Fotovoltaica 45, S.ICaptasol Fotovoltaica 46, S.L | Seville (SP)Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.AAbengoa Solar PV, S.A./Abengoa Solar España, S.A |
| aptasol Fotovoltaica 47, S.I | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 48, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| aptasol Fotovoltaica 49, S.I | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 50, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| aptasol Fotovoltaica 51, S.I | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| aptasol Fotovoltaica 52, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 53, S.Laptasol Fotovoltaica 54, S.I | Seville (SP)Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A.Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| aptasol Fotovoltaica 55, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| aptasol Fotovoltaica 56, S.I | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 57, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| aptasol Fotovoltaica 58, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 59, S.L. | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| aptasol Fotovoltaica 60, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 61, S.LCaptasol Fotovoltaica 62, S.L | Seville (SP)Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.AAbengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 63, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 64, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 65, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 66, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 67, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 68, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 69, S.L | Seville (SP)Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España,Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 70, S.LCaptasol Fotovoltaica 71, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, |
| Captasol Fotovoltaica 72, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 73, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 74, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 75, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 76, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 77, S.LCaptasol Fotovoltaica 78, S.L | Seville (SP)Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.AAbengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Captasol Fotovoltaica 79, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A |
| Casaquemada Fotovoltaica, S.L | Seville (SP) | Abengoa Solar PV, S.A. |
| Carpio Solar Inversiones, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Technologies, S.A |
| Centro Industrial y Logístico Torrecuellar, S.A. | Seville (SP) | Instalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Centro Tecnológico Palmas Altas, S.A | Seville (SP) | Abengoa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A |
| Cogeneración Villaricos, S.A | Seville (SP) | Abener Inversiones, S.L |
| Desarrollos Eólicos El HinojalEcija Solar Inversiones, S.A. | Seville (SP)Seville (SP) | Negocios Ind. y com., S.A./ Soc. Inversora en Energía y Medio Amb., S.A.Abengoa Solar, S.A |
| Ecoagrícola, S.A. | Murcia (SP | Abengoa Bioenergía, S.L./Ecocarburantes Españoles, S.A. |
| Ecocarburantes Españoles, S.A. | Murcia (SP) | Abengoa Bioenergía, S.A. |
| Enernova Ayamonte, S.A. | Huelva (SP) | Abener Inversiones, S.L |
| Europea de Construcciones Metálicas, S.A | Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A./Abengoa Solar, S.A. |
| Fotovoltaica Solar Sevilla, S.A. | Seville (SP) | Écija Solar Inversiones, S.A |
| Gestión Integral de Recursos Humanos, S.A. | Seville (SP)Seville (SP) | Écija Solar Inversiones, S.A |
| Helio Energy Electricidad Tres, S.AHelio Energy Electricidad Cuatro, S. | Seville (SP | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.AAbengoa Solar España, S.A./Abengoa Solar New Tecnologies, |
| Helio Energy Electricidad Cinco, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Helio Energy Electricidad Seis, S.A | Seville (SP | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Helio Energy Electricidad Siete, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Helio Energy Electricidad Ocho, S.A | Seville (SP | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, |
| Helio Energy Electricidad Nueve, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Helio Energy Electricidad Dlez, S.AHelio Energy Electricidad Once, S.A | eville (SPSeville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies,Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Helio Energy Electricidad Doce, S.A | seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, |
| Helio Energy Electricidad Trece, S.A | seville (SP | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, |
| Helio Energy Electricidad Catorce S.A | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, |
| Helio Energy Electricidad Quince, S | seville (SP | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, |
| Helio Energy Electricidad Dieciseis, | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, |
| Helio Energy Electricidad Diecisiete, | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies |
| Helio Energy Electricidad Dieciocho, S.AHelio Energy Electricidad Diecinueve S.A | eville (SP)eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies,Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Helio Energy Electricidad Veinte, S.A. | eville (SP) | Abengoa Solar España, S.A./ Écija Solar Inversiones, S.A |
| Helioenergy Electricidad Veintiuno, | eville (SP) | Abengoa Solar España, S.A |
| Helioenergy Electricidad Veintidos, S.A. | seville (SP) | Abengoa Solar España, S.A. |
| Helioenergy Electricidad Veintitres, S.A | Seville (SP) | Abengoa Solar España, S.A |
Appendix V
| Abengoa Tax Group Number 02/97 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Helioenergy Electricidad Veinticuatro, S.A. | Seville (SP) | Abengoa Solar España, S.A. |
| Helioenergy Electricidad Veinticinco, S.A | Seville (SP) | Abengoa Solar España, S.A. |
| Helios I Hyperion Energy Investments, S.L. | Seville (SP) | Hypesol Energy Holding, S.L. /Hyperion Management, S.L |
| Helios II Hyperion Energy Investments, S.L. | Madrid (SP) | Hypesol Energy Holding, S.L. /Hyperion Management, S.L. |
| Hynergreen Technologies, S.A. | Seville (SP)Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A./ Instalaciones Inabensa, S.A.Abengoa Solar España, S.A. |
| Hypesol Energy Holding, S.L.Inabensa Fotovoltaica, S.L. | Seville (SP) | Instalaciones Inabensa, S.A./ Centro Industrial y Logístico Torrecúellar, S.A. |
| Inabensa Seguridad, S.A. | Seville (SP) | Instalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A |
| Instalaciones Fotovoltaicas Torrecuéllar 1, S.R.L | Seville (SP) | Inabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A. |
| Instalaciones Fotovoltaicas Torrecuéllar 2, S.R.L | Seville (SP) | Inabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A. |
| Instalaciones Fotovoltaicas Torrecuéllar 3, S.R.L | Seville (SP) | Inabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A. |
| Instalaciones Inabensa, S.A. | Seville (SP) | Neg.Ind.Com.,S.A./Abener Energía, S.A./Abeinsa Ing.y Const.Ind., S.A. |
| Las Cabezas Fotovoltaica, S.L. | Seville (SP) | Abengoa Solar PV, S.A. |
| Las Cabezas Solar S.L. | Seville (SP) | Aleduca, S.L. |
| Linares Fotovoltaica, S.L. | Seville (SP) | Abengoa Solar PV, S.A. |
| Logrosán Solar Inversiones, S.A. | Extremadura (SP) | Abengoa Solar España, S.A./Abengoa Solar New Technologies, S.A |
| Marismas PV A1, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV A2, S.LMarismas PV A3, S.L | Seville (SP)Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A.Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV A4, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV A5, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A6, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV A7, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A8, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV A9, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A10, S. | Seville (SP | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A11, S.I | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A12, S.I | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A13, S.I | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A14, S.I | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A15, S.I | Seville (SP | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A16, S.IMarismas PV A17, S.I | Seville (SP)Seville (SP | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.ALas Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV A18, S.I | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B1, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B2, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B3, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B4, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B5, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B6, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B7, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B8, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B9, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B10, S.I | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B11, S.LMarismas PV B12, S.L | Seville (SP)Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A.Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV B13, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV B14, S.I | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B15, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV B16, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A |
| Marismas PV B17, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV B18, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C1, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C2, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C3, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C4, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C5, S.LMarismas PV C6, S.L | Seville (SP)Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A.Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C7, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C8, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C9, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C10, S.I. | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C11, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C12, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C13, S.L. | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C14, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C15, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C16, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV C17, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, |
| Marismas PV C18, S.L | Seville (SP)Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A.Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV E1, S.L |
| Abengoa Tax Group Number 02/97 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Marismas PV E2, S.L. | Seville (SP) | .as Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Marismas PV E3, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV, S.A. |
| Negocios Industriales y Comerciales, S.A. | Madrid (SP | Abencor Suministros, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Puerto Real Cogeneración, S.A. | Cadiz (SP) | Abener Inversiones, S.L. |
| Sanlucar Solar, S.A.Servicios Integrales Mantenimiento y Operaciones, S.A. | Seville (SP)Seville (SP) | Abengoa Solar España, S.A./Asa Environment & Energy Holding AG ZugNegocios Industriales y Comerciales, S.A./Instalaciones Inabensa, S.A |
| Simosa LT., S.A. | Seville (SP) | Abengoa, S.A./ Servicios Integrales de Mantenimiento y Operaciones, S.A |
| Sociedad Inversora en Energía y Medio Ambiente, S.A | Seville (SP) | Abengoa, S.A./Negocios Industriales y Comerciales, S.A |
| Sociedad Inversora Líneas de Brasil, S.L | Seville (SP) | Asa Iberoamérica, S.L |
| SolBG.S. | Barcelona (SP | Abengoa Solar, S.A |
| Solaben Electricidad Uno, S.A | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Cuatro, S.A | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Cinco, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Seis, S.A | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Siete, S.ASolaben Electricidad Ocho, S.A | Badajoz (SP)Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies,Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, |
| olaben Electricidad Nueve, | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies |
| Solaben Electricidad Diez, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| olaben Electricidad Once, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Doce, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Trece, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Catorce, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Quince, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Dieciseis, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Diecisiete, S.A.Solaben Electricidad Dieciocho, S.A. | Badajoz (SP)Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| olaben Electricidad Diecinueve, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Veinte, S.A. | Badajoz (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solacor Electricidad Uno, S.A. | Seville (SP) | Carpio Solar Inversiones, S.A. |
| Solacor Electricidad Dos, S.A. | Seville (SP) | Carpio Solar Inversiones, S.A. |
| Solacor Electricidad Tres, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solar de Receptores de Andalucía, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solar Processes, S.A.(PS-20) | Seville (SP) | Abengoa Solar , S.A./Instalaciones Inabensa, S.A |
| Solargate Electricidad Uno, S.ASolargate Electricidad Dos, S.A | Seville (SP)Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.AAbengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solargate Electricidad Tres, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solargate Electricidad Cuatro, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solargate Electricidad Cinco, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solargate Electricidad Seis, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solargate Electricidad Siete, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, |
| Solargate Electricidad Ocho, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Nueve, S.A | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies |
| Solargate Electricidad Diez, S.A. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Once, S.A.Solargate Electricidad Doce, S.A. | Seville (SP)Seville (SP' | Abengoa Solar España, S.A./Abengoa Solar, S.A.iolnova Solar Inversiones, S.A. |
| Solnova Electricidad Dos, S.A. | Seville (SP) | iolnova Solar Inversiones, S.A. |
| Solnova Electricidad Tres, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar, S.A. |
| Solnova Electricidad Cuatro, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar NT, S.A |
| Solnova Electricidad Cinco, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. |
| Solnova Electricidad Seis, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. |
| Solnova Electricidad Siete, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. |
| Solnova Electricidad Ocho, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. |
| Solnova Electricidad Nueve, S.A.Solnova Electricidad Diez, S.A. | Seville (SP)Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar NT, S.A.Abengoa Solar España, S.A./Abengoa Solar NT, S.A. |
| Solnova Electricidad Once, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar NT, S.A |
| Solnova Electricidad Doce, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar NT, S.A. |
| Solnova Electricidad, S.A. | Seville (SP) | Solnova Solar Inversiones, S.A. |
| Solnova Solar Inversiones, S.A. | Seville (SP) | Abengoa Solar España, S.A. |
| Solúcar Andalucía FV1, S.A. | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Andalucía FV2, S.A | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Castilla FV1, S.A. | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Castilla FV2, S.A | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Extremadura FV1, S.A | Seville (SP)Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Extremadura FV2, S.A.Solugas Energía, S.A | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies,Abengoa Solar New Technologies, S.A./Abengoa Solar |
| Telvent Corporation, S.L | Madrid (SP | Abengoa, S.A./Sociedad Inversora en Energía y Medioambiente, S.A. |
| Telvent Investment, S.L | Madrid (SP | Felvent Corporation, S.L |
| Teyma Gestión de Contratos de Construcción e Ingeniería, S.A. | Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Zero Emissions Technologies, S.A. | Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A./Hynergreen Technologies, S.A. |
| Zeroemissions Carbon Trust, S.A. | Seville (SP) | Zeroemissions Tecnologies, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. |
Appendix V
| Befesa Tax Group Number 4/01 B | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Proyectos de Inversiones Medioambientales, S.L. | Vizcaya (SP) | Parent Company |
| Alianza Medioambiental, S.L. | Vizcaya (SP) | Befesa Medio Ambiente, S.A. |
| Befesa Desulfuración, S.A. | Barakaldo (SP) | Alianza Medioambiental, S.L. |
| Befesa Medio Ambiente, S.A. | Vizcaya (SP) | Abengoa, S.A./Proyectos de Inversiones Medioambientales, S.L. |
| Befesa Steel R & D, S.L.U. | Vizcaya (SP) | MRH-Residuos Metálicos, S.L. |
| Befesa Valorización de Azufre, S.L.U. | Vizcaya (SP) | Alianza Medioambiental, S.L. |
| Befesa Zinc Amorebieta, S.A. | Vizcaya (SP) | MRH-Residuos Metálicos, S.L. |
| Befesa Zinc Aser, S.A. | Vizcaya (SP) | Befesa Zinc, S.L. |
| Befesa Zinc Comercial, S.A. | Vizcaya (SP) | Befesa Zinc, S.L. |
| Befesa Zinc Sondika, S.A. | Vizcaya (SP) | MRH-Residuos Metálicos, S.L. |
| Befesa Zinc, S.L. | Vizcaya (SP) | MRH-Residuos Metálicos, S.L. |
| MRH-Residuos Metálicos, S.L. | Vizcaya (SP) | Befesa Medio Ambiente, S.A. |
| Befesa Tax Group Number 00109 BSC | |||||||
|---|---|---|---|---|---|---|---|
| Tax AddressShareholdingName | |||||||
| Befesa Reciclaje de Residuos de Aluminio, S.L. | Vizcava (SP) | Parent Company | |||||
| Befesa Aluminio, S.L. | Vizcaya (SP) | Befesa Reciclaje de Residuos de Aluminio, S.L. |
| Telvent Tax Group Number 231/05 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Telvent Git, S.A. | Madrid (SP) | Parent Company |
| Galian 2002, S.L. | Madrid (SP) | Telvent Outsorcing, S.A. |
| GD 21, S.L. | Madrid (SP) | Telvent Outsorcing, S.A. |
| Matchmind Holding, S.L. | Madrid (SP) | Telvent Outsourcing, S.A./GD 21, S.L./Galian 2002, S.L. |
| Matchmind Ingeniería de Sistemas, S.L. | Avila (SP) | Matchmind Holding, S.L. |
| Matchmind, S.L. | Madrid (SP) | Matchmind Holding, S.L. |
| Telvent Energía, S.A. | Madrid (SP) | Telvent Git, S.A. |
| Telvent Environment, S.A. | Seville (SP) | Telvent Energía, S.A./Telvent Git, S.A. |
| Telvent Export, S.L. | Madrid (SP) | Telvent Git, S.A. |
| Telvent Housing, S.A. | Madrid (SP) | Telvent Git, S.A. |
| Telvent Interactiva, S.A. | Madrid (SP) | Telvent Energía, S.A./ Telvent Git, S.A. |
| Telvent Outsourcing, S.A. | Seville (SP) | Negocios Industriales y Comerciales, S.A/ Telvent Git, S.A. |
| Telvent Servicios Compartidos, S.A. | Madrid (SP) | Telvent Energía, S.A./ Telvent Git, S.A. |
| Telvent Tráfico y Transporte, S.A. | Madrid (SP) | Telvent Energía, S.A./ Telvent Git, S.A. |
| Tráfico Ingeniería, S.A. | Gijon (SP) | Telvent Tráfico y Transporte, S.A./Telvent Arce Sistemas, S.A. |
Annual Report 2010ABENGOA
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of $\epsilon$ | % of NominaCapital | Parent Company | $(*)$ | See(Page 8) | Activity(SeePage 8 | Auditor |
| Abengoa Bioenergy France, S.A. | Montardon (FR) | 81,95 | 69.00 Abengoa Bioenergía, S.A. | $a-b$ | (1) | $\overline{A}$ | ||
| Abengoa Bioenergy Hannover GmbH | lannover (DE) | 98 | 100.00 | Abengoa Bioenergía, S.A. | $a-b$ | (1) | ||
| ABC Issuing Company, Inc. | hesterfield (USA) | 100.00100.00 | Abengoa Bioenergy Operations, LLCAbengoa Construção Brasil Ltda./Inabensa Río Ltda. | $a-b$$a-b$ | (1)(4) | $\mathbb A$ | ||
| Abeinsa Brasil Projetos e Construções LtdaAbeinsa Ingeniería y Construcción Industrial, S.A | R. de Janeiro (BR)eville (SP) | 90,642 | 100.00 | Abengoa, S.A/Siema AG, ZUG | $a-b$ | $(4)$ ; $(6)$ | $\mathbb{A}$ | |
| Abelec, S.A. | antiago (CL) | 99.99 Abengoa Chile, S.A. | a-b | (4) | ÷ | |||
| Abema Ltda | antiago (CL) | 100.00 | Abengoa Chile, S.A./Befesa Agua S.A.U | $a-b$ | $(2)$ ; $(4)$ | |||
| Abencor Suministros S.A. | eville (SP) | 4,133 | 100.00 Abeinsa Ingeniería y Construcción Industrial, S.A./ Neg. Industr. Y Com. S.A. | a-b | (4) | $\epsilon$ | ||
| Abener Engineering and Construction Services, LLC | Chesterfield (USA)Chesterfield (USA) | 27.5324 | 100.00 | Abener Energía, S.A | $(*)$ | $a-b$ | (4)$(4)$ | $\mathbb{A}$$\epsilon$ |
| Abencs Construction Services, Inc.Abencs Construction, L.P | Thesterfield (USA | 2 4 | Abener Engineering and Construction Services, LLCAbener Engineering and Construction Services, LLC | d-6$a-b$ | (4) | |||
| Abencs Engineering Privated Limited | Vlumbai (IN) | 411 | 100.00 | Abener Engineering and Construction Services, LLC | d-6 | (4) | $\mathbb A$ | |
| bencs Investments, LLC | elaware (USA) | 1( | Abener Engineering and Construction Services, LLC | $a-b$ | (4) | |||
| Abener Argelia, S.L | eville (SP) | 100.00 | Abener Energía, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | d-6 | $(4)$ | × | ||
| bener El Sauz, S.A. De CVAbener Energía, S.A. | Vléxico D.F. (MX)eville (SP) | 54,523 | 100.00 | Abener Energía, S.A/Abengoa, S.AAbeinsa Ingeniería y Construcción Industrial, S.A. | $a-b$d-6 | (4)(4) | $\mathbb A$$\mathbb{A}$ | |
| bener Energie S.A.R.L | Dudja (MA) | 100.00 | Abener Energía, S.A. | $a-b$ | (4) | |||
| Abener France, EURL | aris (FR) | 100.00 Abener Energía, S.A. | d-6 | (4) | ||||
| ener Inversiones, S.L | eville (SP) | 22,86 | Abener Energía, S.A./ Negocios Industriales Comerciales, S.A. | a-b | $(4)$ ; $(6)$ | $\overline{a}$ | ||
| Abener México, S.A. De C.V. | México D.F. (MX) | 100.00 | Abener México, S.A. De C.V/Abener Energía, S.A. | a-b | (4)(1) | $\overline{\mathbb{A}}$ | ||
| Abengoa Bioenergía Agricola Ltda.Abengoa Bioenergía Biodiesel, S.A. | ao Paulo (BR)eville (SP) | 53,748$\overline{1}$ | 100.00100.00 | Ab.Bio.Sao Luiz, S.A./Ab.Bio.Sao Joao, Ltda/Ab.Bio.Brasil, S.A.Abengoa Bioenergía, S.A./Ecoagrícola, S.A. | $a-b$$a-b$ | (1) | ||
| Abengoa Bioenergía Centro-Oeste, Ltda | irassununga (BR) | Abengoa Bioenergia Brasil, S.A./Abengoa Bioenergia Sao Luiz, S.A | $a-b$ | (1) | ÷ | |||
| Abengoa Bioenergía Centro-Sul, Ltda | Pirassununga (BR) | 100.00 | Abengoa Bioenergia Brasil, S.A./Abengoa Bioenergia Sao Luiz, S.A. | $a-b$ | (1) | |||
| Abengoa Bioenergía Cogeraçao, S.A. | irassununga (BR) | 99.97 | Abengoa Bioenergia Brasil, S.A. | $a-b$ | (1) | ÷ | ||
| Abengoa Bioenergía Inversiones, S.A. | eville (SP) | 18 | 100.00 | Abengoa Bioenergía, S.A./Ecoagrícola, S.A. | $a-b$ | (1) | $\mathbb A$ | |
| Abengoa Bioenergía Nuevas Tecnologías, S.A.Abengoa Bioenergía Outsourcing, LLC | eville (SP)Chesterfield (USA) | 386 | 100.00100.00 | Abengoa Bioenergía, S.L/Instalaciones Inabensa, S.A.Abengoa Bioenergy Operations, LLC | $a-b$$a-b$ | (1)(1) | ||
| Abengoa Bioenergía San Roque, S.A. | eville (SP) | 21,99 | 100.00 Ecoagricola, S.A./Abengoa Bioenergia, S.A. | d-6 | (1) | $\mathbb A$ | ||
| Abengoa Bioenergía Santa Fe Ltda | ao Paulo (BR) | 4.63 | 99.99 | Abengoa Bioenergía Sao Luiz, S.A | $a-b$ | (1) | ||
| Abengoa Bioenergía Sao Joao,Ltda | ao Paulo (BR) | 265,23 | 100.00 | Abengoa Bioenergia, S.A./Abengoa Bioenergia Sao Luiz, S.A./Abengoa, S.A. | a-b | (1) | $\lambda$ | |
| Abengoa Bioenergía Sao Luiz, S.A. | irassununga (BR | 155.04 | 100.00 | Abengoa Bioenergía, S.A./Abengoa Bioenergía Brasil, S.A. /Abengoa | $a-b$ | (1) | $\mathbb A$ | |
| Abengoa Bioenergía Brasil, S.A.Abengoa Bioenergia Trading Brasil Ltda | irassununga (BR). de Janeiro (BR) | 345,004 | 99.9999.00 | Asa Bioenergy Holding, AGAbengoa Bioenergia Brasil, S.A. | a-b$a-b$ | (1)(1) | ||
| Abengoa Bioenergía, S.A. | eville (SP) | 145,52 | 97.30 | Abengoa, S.A./Siema AG, ZUG | a-b | (1); (6) | $\mathbb A$ | |
| bengoa Bioenergy Biomass of Kansas, LLC | hesterfield (USA) | 100.00 | Abengoa Bioenergy Hybrid of Kansas, LLC | $a-b$ | (1) | |||
| Abengoa Bioenergy Corporation, LLC | (ansas (USA) | 55,904 | 100.00 | Abengoa Bioenergy Operations, LLC | $a-b$ | (1) | $\mathbb{A}$ | |
| bengoa Bioenergy Engineering & Construction, LLC | Chesterfield (USA) | 100.00 | Abengoa Bioenergy Operations, LLC | $a-b$ | (1)(1) | × | ||
| Abengoa Bioenergy Funding, LLCbengoa Bioenergy Germany | Chesterfield (USA)ostock (DE) | 176,6618,847 | 100.00100.00 | Abengoa Bioenergy Meramec Renewable, IncAbengoa Bioenergia, S.A. | $a-b$$a-b$ | (1) | ||
| Abengoa Bioenergy Hybrid of Kansas, LLC. | (ansas (USA) | 100.00 | Abengoa Bioenergy Technology Holding, Inc. | d-6 | (1) | |||
| bengoa Bioenergy Investments, LLC | hesterfield (USA) | 347 | 100.00 | Abengoa Bioenergy US Holding, Inc | $a-b$ | (1) | ||
| Abengoa Bioenergy Maple, LLC | Chesterfield (USA) | 176.669 | 100.00 | Abengoa Bioenergy Funding, LLC | d-6 | (1) | $\mathbb{A}$ | |
| bengoa Bioenergy Meramec Renewable, Inc | hesterfield (USA) | 215.57 | 100.00 | Abengoa Bioenergy Operations, LLC | a-b | (1)(1) | $\mathbb A$ | |
| Abengoa Bioenergy Netherlands B.VAbengoa Bioenergy New Technologies, Inc. | Lulemborg (NL)an Luis (USA) | 494,71055 | 100.00 | Abengoa Bioenergía, S.A.Abengoa Bioenergy Technology Holding, LLC | a-b$a-b$ | (1) | ||
| Abengoa Bioenergy of Illinois, LLC | linois (USA) | 107.52 | 100.00 | Abengoa Bioenergy Maple, LLC | $a-b$ | (1) | ||
| Abengoa Bioenergy of Indiana, LLC | diana (USA) | 108.98 | 100.00 | Abengoa Bioenergy Maple, LLC | $a-b$ | (1) | ||
| Abengoa Bioenergy of Kansas, LLC | Chesterfield (USA) | 16 | 100.00 | Abengoa Bioenergy Operations, LLC | $a-b$ | (1)(1) | ÷ | |
| Abengoa Bioenergy of SW Kansas, LLCAbengoa Bioenergy Operations, LLC | hesterfield (USA)Chesterfield (USA) | 331,544 | 100.00100.00 | Abengoa Bioenergy Hybrid of Kansas, LLCAbengoa Bioenergy US Holding, Inc | $a-b$$a-b$ | (1) | ||
| Abengoa Bioenergy Renewable Power US,LLC | Chesterfield (USA) | 347 | 100.00 | Abengoa Bioenergy Operations, LLC | a-b | (1) | ÷. | |
| Abengoa Bioenergy Technology Holding, LLC | Chesterfield (USA) | 100.00 Abengoa Bioenergy US Holding, Inc | $a-b$ | (1) | ||||
| Abengoa Bioenergy Trading Europe, B.V. | (otterdam (NL) | 18 | 100.00 | Abengoa Bioenergia, S.A. | a-b | (1) | $\mathbb A$ | |
| Abengoa Bioenergy Trading US, LLC | hesterfield (USA) | 100.00 Abengoa Bioenergy Operations, LLC | $a-b$ | (1)(1) | ÷ | |||
| Abengoa Bioenergy UK LimitedAbengoa Bioenergy US Holding, Inc | ardiff (UK)hesterfield (USA) | 37.65394.68 | 100.00100.00 | Abengoa Bioenergía, S.A.Asa Bioenergy Holding, AG/Abengoa Bioenergía, S.A | a-b$a-b$ | (1) | $\mathbb{A}$ | |
| Abengoa Construção Brasil, Ltda. | t. de Janeiro (BR) | 156,516 | 100.00 Befesa Brasil, S.A./Sociedad Inversora Lineas de Brasil, S.L. | a-b | (4) | $\mathbb A$ | ||
| Abengoa Chile, S.A | antiago (CL) | 20.43 | 100.00 Abengoa Chile, S.A./Teyma Abengoa, S.A | $a-b$ | (4) | $\mathbb{A}$ | ||
| Abengoa Cogeneración Tabasco, S. de R.L. de C.V. | anta Bárbara(MX) | 100.00 | Abener Energía, S.A./Abengoa México, S.A. de C.V. | d-6 | (4) | × | ||
| Abengoa Comer. Y Administracao, S.A | de Janeiro (BR) | 4.34 | 100.00100.00 | Asa Investment AG | $a-b$ | (6)(4) | $\mathbb A$ | |
| Abengoa Concessoes Brasil Holding, S.A.bengoa Hellas Solar Power Systems Limited Liabilities Company | de Janeiro (BR)Atenas (GR) | 676,007 | 99.30 | Abengoa Construção Brasil, Ltda/Sociedad Inversora Lineas de Brasil, S.LAbengoa Solar, S.A | d-6$a-b$ | (5) | ||
| Abengoa México, S.A. de CV | Vléxico D.F. (MX) | 10,13 | 90.00 | Asa Investment AG | d-a | (4) | $\mathbb{A}$ | |
| bengoa Perú, S.A | ima (PE) | 12.78 | Asa Investment AG | $a-b$ | (4) | $\mathbb A$ | ||
| Abengoa Puerto Rico, S.E. | ian Juan (PR) | 100.00 | Abengoa, S.A./ Abencor Suministros, S.A. | d-a | (4) | $\mathbb{A}$ | ||
| bengoa Servicios S.A. De C.V | Vléxico D.F. (MX) | 153 | 100.00 | Abengoa México, S.A. de CV/Servicios Auxiliares de Administración, S.A. de C.V | $a-b$ | (4)$\left(5\right)$ | $\mathbb A$ | |
| Abengoa Solar Australia Pty Limitedbengoa Solar Engeneering Beijing, Co. Ltd. | vlelbourne (AU)eijing (China) | 101 | 100.00 | Abengoa Solar China, S.A.Abengoa Solar, S.A | d-a$a-b$ | (5) | ||
| Abengoa Solar España S.A. | eville (SP) | 500 | 100.00 Abengoa Solar, S.A. /Abencor Suministros, S.A. | $a-b$ | $(5)$ ; $(6)$ | $\mathbb A$ | ||
| engoa Solar Extremadura, S.A. | ville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Twchnologies, S.A. | (5) |
Appendix VI
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of | % of NominaCapital | Parent Company | See(Page 8) | Activit(SeePage 8 | Auditor |
| Ahengoa Solar Ini | lew York (USA) | 122.39 | 100.00 | Abengoa Solar, S.A. | a-b | (4) | A |
| Abengoa Solar India Private LimitedAbengoa Solar Internacional, S.A. | Mahrashtra (IN)pville (SP) | 60 | 100.0099.90 | Abengoa Solar China S.A/Abengoa Solar, S.AAbengoa Solar, S.A. | a-ba-h | (5)(5) | |
| Abengoa Solar New Tecnologies, S.A. | eville (SP) | 3,986 | 100.00 | Insatalaciones Inabensa, S.A./Abengoa Solar, S.A. | a-b | (5) | А |
| Abengoa Solar PV Inc | eville (SP) | 4.68 | 100.00 | Abengoa Solar, S.A | ał | (5) | $\cdot$ |
| Abengoa Solar PV, S.A.Abengoa Solar, S.A. | eville (SP)eville (SP) | 9,06012,060 | 100.00 | 100.00 Abengoa Solar, S.A.Abengoa, S.A./Abengoa Solar España, S.A. | a-ba-b | (5)(4); (6) | А$\wedge$ |
| Abengoa Solar Sicilia Sr.I | oma (IT) | 10 | 99.90 Abengoa Solar, S.A. | $a-b$ | (5) | ||
| Abengoa Solar South Africa Pty Ltd | retoria (SDF)) | 100 | 100.00 | Abengoa Solar Asía, S.A. | a-b | (5) | $\cdot$ |
| Abengoa Solar Ventures S.A | eville (SP) | 60 | 99.90 Abengoa Solar, S.A. | $a-b$ | (5) | ||
| Abengoa T&D Corporation IncAbengoa Transmisión Norte S.A. | elaware (USA)ima (PF) | 150153,877 | 100.00 Abengoa México, S.A. de CV100.00 Abengoa Perú, S.A./Asa Iberoamérica, S.L. | a-ba-h | (4)(4) | $\wedge$А | |
| Abenta Construção Brasil Ltda | de Janeiro (BR) | 90.00 Abengoa Construção Brasil, Ltda. | a-b | (4) | |||
| Abentel Telecomunicaciones, S.A. | eville (SP) | 5,530 | 100.00 Abener Energía, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | a-h | (3) | А | |
| Abentey Brasil, Lda | irassununga (BR) | 100.00 Abener Energía, S.A./ Teyma internacional, S.A. | $a-b$ | (4) | $\mathbb{A}$ | ||
| Abentey, S.A.Acoleg Químicos, S.L. | Montevideo (UY)/izcaya (SP) | $\overline{4}$ | 100.00 Teyma Internacional, S.A./Abener Energía, S.A.100.00 Alianza Medioambiental, S.L. | a-h$a-b$ | (4)(2) | ||
| Aguas de Skikda, SPA | Argel (DZ) | 10.81 | 51.00 | Geida Skikda, S.L. | a-h | (2) | |
| Aleduca, S.L. | Madrid (SP) | 7,000 | 100.00 Abengoa Solar PV, S.A. | $a-b$ | (5) | ||
| Alianza Medioambiental, S.L. | (izcava (SP) | 65,633 | 100.00 Befesa Medio Ambiente, S.A. | a-h | (2): (6) | А | |
| Almadén Solar, S.A. | eville (SP)luesca (SP) | 1532,400 | 51.00 Abengoa Solar España, S.A.100.00 Befesa Aluminio, S.L. | $a-b$a-b | (5)(2) | ||
| Alumninios en Disco S.A.Aprovechamientos Energéticos Furesa, S.A. | Murcia (SP) | 2,21 | 98.00 Abener Inversiones, S.L. | $a-b$ | (4) | $\subset$ | |
| Arizona Solar One, LLC | olorado (USA) | 100.00 Abengoa Solar Inc | a-b | (5) | |||
| Asa Bioenergy Holding, AG | ug (CH) | 430,749 | 99.98 Abengoa Bioenrgía, S.A. | $a-b$ | $(1)$ ; (6 | $\mathbb A$ | |
| Abengoa Bioenergy of Nebraska, LLC | hesterfield (USA)ug (CH) | 36.80214,592 | 100.00100.00 | Abengoa Bioenergy Operations, LLCSiema AG, ZUG | a-ha-b | (1)(6) | A$\mathbb A$ |
| Asa Environment & Energy Holding AG ZugAsa Iberoamérica, S.L. | eville (SP) | 24,93 | 100.00 | Siema AG/Abeinsa Ingeniería y Construcción Industrial, S.A | a-b | (6) | |
| Asa Investment AG | ug (CH) | 38,032 | 100.00 Asa Iberoamérica, S.L. | $a-b$ | (6) | A | |
| ASA Investment Brasil Ltda | L de Janeiro (BR) | 100.00 | Befesa Brasil, S.A./Abengoa Construção Brasil, Ltda. | a-b | (4) | А | |
| ATE Transsmisora de Energía, S.A. | t. de Janeiro (BR) | 109,22217.63 | 100.00 | 100.00 Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda | $a-b$ | (4)(4) | AА |
| ATE Il Transmissora de Energia, S.A.ATE III Transmissora de Energia, S.A. | l. de Janeiro (BR)t. de Janeiro (BR) | 150,337 | Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda100.00 Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda. | $a-b$$a-b$ | (4) | $\mathbb{A}$ | |
| ATE IX Transmissora de Energía, S.A. | l. de Janeiro (BR) | 100.00 Abengoa Construção Brasil, Ltda /Abengoa Concessoes Brasil Holding, S.A | a-b | (4) | |||
| ATE IV Sao Mateus Transmissora de Energía, S.A. | de Janeiro (BR) | 54,157 | 100.00 Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda. | $a-b$ | (4) | $\mathbb{A}$ | |
| ATE V Londrina Transmissora de Energía S.A. | l. de Janeiro (BR) | 44.13 | 100.00 Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda | $a-b$ | (4) | А | |
| ATE VI Campos Novos Transmissora de Energía , S.A.ATE VII Foz do Iguacú Transmissora de Energía, S.A. | t. de Janeiro (BR)l. de Janeiro (BR) | 36,12526,08 | 100.00 Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda.100.00 Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda | $a-b$$a-b$ | (4)(4) | $\mathbb A$А | |
| ATE VIII Estação Transmissora de Energia S.A. | t, de Janeiro (BR) | 100.00 Abengoa Construção Brasil, Ltda./Abengoa Concessoes Brasil Holding, S.A. | $a-b$ | (4) | $\sim$ | ||
| ATE X Abengoa Brasil Administração Predial Ltda | R. de Janeiro (BR) | 100.00 Abengoa Construção Brasil, Ltda /Abengoa Concessoes Brasil Holding, S.A. | $a-b$ | (4) | А | ||
| ATE XI, Manaus Transmissora de Energía; S.A. | t. de Janeiro (BR) | 50.50 | Abengoa Concessoes Brasil Holding, S.A. | $a-b$ | (4) | $\mathbb{A}$ | |
| ATE XII, Porto Velho Transmissora de Energía, S.A.ATE XIII, Norte Brasil Transmissora de Energía S.A. | R. de Janeiro (BR)t, de Janeiro (BR) | 3.816.31 | 100.00 Abengoa Concessoes Brasil Holding/Abengoa Construção Brasil, Ltda.100.00 Abengoa Concessoes Brasil Holding, S.A. | $a-b$$a-b$ | (4)(4) | $\overline{\phantom{a}}$$\mathbb{A}$ | |
| ATE XIV Estaçao Transmissora de Energia, S.A. | R. de Janeiro (BR) | 10.05 | 100.00 Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda | a-b | (4) | $\overline{\phantom{a}}$ | |
| ATE XV Transmissora de Energia, S.A. | de Janeiro (BR) | 100.00 Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda | $a-b$ | (4) | $\sim$ | ||
| ATE XVI | R. de Janeiro (BR) | 100.00 Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda | $a-b$ | (4) | $\cdot$ | ||
| ATE XVIIAznalcóllar Solar, S.A. | t, de Janeiro (BR)seville (SP) | 60 | 100.00 | Abengoa Concessoes Brasil Holding, S.A./Abengoa Construção Brasil, Ltda100.00 Abengoa Solar España, S.A. Anstalciones Inabensa, S.A. | $a-b$a-b | (4)(4) | $\sim$ |
| Bargoa, S.A. | de Janeiro (BR) | 18.38 | 99.98 | Abengoa Comércio e Administração, S.A./Asa Investment AG | $a-b$ | (3): (4) | $\mathbb{A}$ |
| Befesa Agua, S.A.U. | seville (SP) | 35.910 | 100.00 Befesa Medio Ambiente, S.A. | $a-b$ | (2) | А | |
| Befesa Agua Internacional, S.L. | eville (SP) | 100.00 | Befesa Agua, S.A.U/Construcciones y Depuraciones, S.A. | $a-b$ | (2) | × | |
| Befesa Agua Tenes, S.L. | seville (SP)Bilbao (SP) | 8.86 | 100.00100.00 | Befesa Agua, S.A.U. | $a-b$ | (2)(2); (6) | A |
| Befesa Aluminio, S.L.Befesa Apa, S.R.L. | eville (SP) | 59,10910 | Befesa Reciclaje de Residuos de Aluminio, S.L.100.00 Befesa Agua Internacional, S.L. | $a-b$$a-b$ | (2) | $\sim$ | |
| Befesa Argentina, S.A. | Juenos Aires (AR) | 6.08 | 100.00 | Alianza Medioambiental, S.L./ Befesa Desulfuración, S.A. | $a-b$ | (2) | $\mathbb{A}$ |
| Befesa Brasil, S.A. | R de Janeiro (BR) | 1.45 | 100.00 Asa Investment AG /Alianza Medioambiental, S.L. | $a-b$ | (4) | $\mathbb{A}$ | |
| Befesa Chile Gestión Ambiental Limitada | antiago (CL) | 173 | 100.00 Abengoa Chile, S.A./Alianza Medioambiental, S.L. | $a-b$ | (2) | $\wedge$D. | |
| Befesa CTA Qingdao S.L.UBefesa Desulfuración, S.A. | Madrid (SP)/izcaya (SP) | 8.3536,51 | 90.00 | 100.00 Befesa Agua, S.A.U.Alianza Medioambiental, S.L. | $a-b$$a-b$ | (2)(2) | $\mathbb A$ |
| Befesa Escorias Salinas, S.A. | Valladolid (SP) | 6.787 | 100.00 Befesa Aluminio, S.L. | $a-b$ | (2) | $\mathbb{A}$ | |
| Befesa Gestión de Residuos Industriales, S.L. | Murcia (SP) | 79,546 | 100.00 | Alianza Medioambiental, S.L. | $a-b$ | (2) | $\mathbb A$ |
| Befesa Gestión de Residuos Industriales Portugal, S.L. | isboa (PT) | 50 | 100.00 Befesa Gestión de Residuos Industriales, S.L. | $a-b$ | (2) | $\cdot$ | |
| Befesa Infraestructure India, Pvt. Ltd. | Chennai (IN)México D.F. (MX) | 17 | 100.00 Befesa Agua, S.A.U.100.00 Befesa México, S.A. de C.V./ Abengoa México, S.A. de C.V. | $a-b$$a-b$ | (2)(2) | $,$ B$\mathbb{A}$ | |
| Befesa Limpiezas Industriales México S.A. de C.V.Befesa Medio Ambiente, S.A. | Vizcaya (SP) | 305,160 | 97.38 | Abengoa, S.A./Proxima International Group Limited | $a-b$ | $(2)$ ; $(6)$ | $\mathbb A$ |
| Befesa México, S.A. de C.V. | México D.F. (MX) | 3.87 | 100.00 Abengoa México, S.A. de C.V./Alianza Medioambiental, S.L. | $a-b$ | (2) | $\mathbb{A}$ | |
| Befesa Gestión de PCB, S.A. | Murcia (SP) | 1,358 | 100.00 | Alianza Medioambiental, S.L. | $a-b$ | (2) | $\mathbb A$ |
| Befesa Perú, S.A. | ima (PE) | 682 | 100.00 Abengoa Perú, S.A./Alianza Medioambiental, S.L. | $a-b$ | (2) | $\mathbb{A}$ | |
| Befesa Plásticos, S.L.Befesa Reciclaje de Residuos de Aluminio S.L. | Murcia (SP)Bilbao (SP) | 2,41521.51 | 93.07 | Alianza Medioambiental, S.L.60.25 MRH Residuos Metálicos, S.L. | $a-b$$a-b$ | (2)(2) | $\mathbb A$$\mathbb{A}$ |
| Refesa Salt Slan Ltd | fanchester (UK) | 21.399 | 100.00 Befesa Aluminio, S.J. / Befea Escorias Salinas, S.A. | aih | (2) | D |
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Appendix VI
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of | % of NominalCapital | Parent Company | (*) | See(Page 8) | Activit(SeePage & | Auditor |
| aptasol Fotovoltaica 42, S.I | eville (SP) | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | ałb | (4) | |||
| aptasol Fotovoltaica 43, S.Laptasol Fotovoltaica 44, S.L | Seville (SP)eville (SP) | 6061 | 100.00100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A.Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$ałb | $(4)$(4) | $\sim$ | |
| aptasol Fotovoltaica 45, S.L | Seville (SP) | 60 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$ | (4) | |||
| aptasol Fotovoltaica 46, S.L | eville (SP) | 60 | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | ałb | (4) | $\sim$ | |
| Captasol Fotovoltaica 47, S.LCaptasol Fotovoltaica 48, S.I | Seville (SP)Seville (SP) | 6060 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar España, S.A.100.00 Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$a-b | (4)(4) | $\sim$ | ||
| Captasol Fotovoltaica 49, S.L | Seville (SP) | 60 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$ | (4) | $\sim$ | ||
| Captasol Fotovoltaica 50, S.I | Seville (SP) | 60 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | a-b | (4) | $\sim$ | ||
| Captasol Fotovoltaica 51, S.L. | Seville (SP) | 99.94 Abengoa Solar PV, S.A./Abengoa Solar España, S.A. | $a-b$ | (4) | $\cdot$ | |||
| Captasol Fotovoltaica 52, S.L | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b | (4)(4) | $\sim$$\epsilon$ | |||
| Captasol Fotovoltaica 53, S.LCaptasol Fotovoltaica 54, S.L | Seville (SP)Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$a-b | (4) | $\sim$ | |||
| Captasol Fotovoltaica 55, S.L | eville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | (4) | $\mathcal{L}$ | |||
| Captasol Fotovoltaica 56, S.L | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b | (4) | $\sim$ | |||
| Captasol Fotovoltaica 57, S.L | eville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | (4) | × | |||
| Captasol Fotovoltaica 58, S.L | Seville (SP)eville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b$a-b$ | (4)(4) | $\sim$$\sim$ | |||
| Captasol Fotovoltaica 59, S.LCaptasol Fotovoltaica 60, S.L. | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$ | (4) | $\sim$ | |||
| Captasol Fotovoltaica 61, S.L | eville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | (4) | $\sim$ | |||
| Captasol Fotovoltaica 62, S.L. | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b | (4) | $\sim$ | |||
| Captasol Fotovoltaica 63, S.L | eville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A | a-b | (4) | $\sim$ | |||
| Captasol Fotovoltaica 64, S.L. | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$ | (4)(4) | $\sim$$\sim$ | |||
| Captasol Fotovoltaica 65, S.LCaptasol Fotovoltaica 66, S.L. | eville (SP)Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b$a-b$ | (4) | $\sim$ | |||
| Captasol Fotovoltaica 67, S.L | eville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A | $a-b$ | (4) | $\sim$ | |||
| Captasol Fotovoltaica 68, S.L. | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$ | (4) | $\sim$ | |||
| Captasol Fotovoltaica 69, S.L | eville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A | a-b | (4) | $\sim$ | |||
| Captasol Fotovoltaica 70, S.L. | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$ | (4)(4) | $\sim$$\sim$ | |||
| Captasol Fotovoltaica 71, S.LCaptasol Fotovoltaica 72, S.L. | eville (SP)Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A.99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b$a-b$ | (4) | $\sim$ | |||
| Captasol Fotovoltaica 73, S.L. | eville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b | (4) | $\sim$ | |||
| Captasol Fotovoltaica 74, S.L | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$ | (4) | $\cdot$ | |||
| Captasol Fotovoltaica 75, S.L. | seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | a-b | (4) | $\sim$ | |||
| Captasol Fotovoltaica 76, S.L | Seville (SP)seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$$a-b$ | (4)(4) | $\sim$$\sim$ | |||
| Captasol Fotovoltaica 77, S.L.Captasol Fotovoltaica 78, S.L. | Seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A.99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$ | (4) | $\sim$ | |||
| Captasol Fotovoltaica79, S.L. | seville (SP) | 99.94 Abengoa Solar España, S.A./Abengoa Solar PV, S.A. | $a-b$ | (4) | $\sim$ | |||
| Casaquemada Fotovoltaica, S.L. | Seville (SP) | 2.816 | 100.00 Abengoa Solar PV, S.A. | $a-b$ | (5) | A | ||
| Caseta Technologies, Inc.Centro Industrial y Logístico Torrecúellar, S.A. | Austin (USA)Seville (SP) | 8,6560 | 100.00 Telvent Traffic North America Inc100.00 Instalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | $a-b$$a-b$ | (3)(4) | $,$ B | ||
| Centro Tecnológico Palmas Altas, S.A. | seville (SP) | 12,899 | 100.00 Abengoa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | $a-b$ | (7) | $\mathbb A$ | ||
| Complejo Medioambiental Tierra de Campos, S.L. | Palencia (SP) | 46 | 77.00 Befesa Gestión de Residuos Industriales, S.L. | $a-b$ | (2) | $\overline{\phantom{a}}$ | ||
| Construcciones Metalicas Mexicanas, S.A. de CV | Querétaro (MX) | 3,488 | 100.00 Europea de Construcciones Métalicas, S.A./Abengoa México, S.A. de C.V. | $a-b$ | (4) | $\mathbb A$ | ||
| Construcciones y Depuraciones, S.A.Construtora Integração Ltda. | Seville (SP)R. de Janeiro (BR) | 7.80 | 100.00 Befesa Agua, S.A.U.51.00 Abengoa Construção Brasil, Ltda. | $a-b$a-b | (2)(4) | А$\cdot$ | ||
| Copero Solar Huerta Uno, S.A. | Seville (SP) | 44 | 50.00 Abengoa Solar PV, S.A. | 4°2. | (5) | А | ||
| Copero Solar Huerta Dos, S.A. | eville (SP) | 44 | 50.00 Abengoa Solar PV, S.A. | $4^{\circ}2.$ | (5) | $\mathbb A$ | ||
| Copero Solar Huerta Tres, S.A. | seville (SP) | 44 | 50.00 Abengoa Solar PV, S.A. | 4°2. | (5) | А | ||
| Copero Solar Huerta Cuatro, S.A. | eville (SP)eville (SP) | 44 | 50.00 Abengoa Solar PV, S.A. | $4^{\circ}2.$4°2. | (5)(5) | $\mathbb A$А | ||
| Copero Solar Huerta Cinco, S.A.Copero Solar Huerta Seis, S.A. | eville (SP) | 4444 | 50.00 Abengoa Solar PV, S.A.50.00 Abengoa Solar PV, S.A. | $4^{\circ}2.$ | (5) | $\mathbb A$ | ||
| Copero Solar Huerta Siete, S.A. | eville (SP) | 44 | 50.00 | Abengoa Solar PV, S.A. | 4°2. | (5) | А | |
| Copero Solar Huerta Ocho, S.A. | eville (SP) | 44 | 50.00 Abengoa Solar PV, S.A. | 4°2. | (5) | $\mathbb A$ | ||
| Copero Solar Huerta Nueve, S.A. | eville (SP) | 44 | 50.00 | Abengoa Solar PV, S.A. | 4°2. | (5) | А | |
| Copero Solar Huerta Diez, S.A.Covisa, Cogeneración Villaricos, S.A. | eville (SP)eville (SP) | $4\epsilon$5,95 | 99.22 | 50.00 Abengoa Solar PV, S.A.Abener Inversiones, S.L. | 4°2.a-b | (5)(4) | $\mathbb A$$\subset$ | |
| Cyprus Heliotec Ltd | Cyprus (GR) | 66.00 Abengoa Solar Internacional, S.A. | $a-b$ | (5) | ||||
| Derivados de Pintura S.A. | Barcelona (SP) | 3,77 | 100.00 | Befesa Gestión de Residuos, S.L. | a-b | (2) | ||
| DTN Holding Company, Inc. | vlinneapolis (USA) | 187,65 | 100.00 Telvent Export, S.A. | $a-b$ | (3) | $,$ B | ||
| Ecija Solar Inversiones, S.A. | eville (SP) | 61 | 100.00 | Abengoa Solar España, S.A. Anstalaciones Inabensa, S.A. | $a-b$ | (5)(1) | $\mathbb A$ | |
| Ecoagricola, S.A.Ecocarburantes Españoles, S.A. | Vlurcia (SP)Murcia (SP) | 58610,17 | 100.0095.10 | Abengoa Bioenergía, S.L./Ecocarburantes Españoles, S.A.Abengoa Bioenergía, S.A. | $a-b$$a-b$ | (1) | $\mathbb A$ | |
| Ecovedras, S.A. | Torresvedras (PT) | 3 | 78.00 | Alianza Medioambiental, S.L. | a-b | (2) | ||
| Energoprojekt-Gliwice S.A. | Gliwice (PL) | 5,67 | 100.00 | Abener Energía, S.A. | $a-b$ | (4) | $\mathbb D$ | |
| Enernova Ayamonte S.A. | luelva (SP) | 2,28 | 91.00 | Abener Inversiones, S.L | a-b | (4) | $\subset$ | |
| Enicar Chile, S.A. | antiago (CL) | $\mathbf{1}$ | 100.00 | Abengoa Chile, S.A. | a-b | (6)(4) | $\mathbb{A}$ | |
| Europea de Construcciones Metálicas, S.A.Faritel, S.A. | eville (SP)Montevideo (UY) | 7,12!$\overline{1}$ | 100.00100.00 | Abeinsa Ingeniería y Construcción Industrial, S.A./Abengoa Solar, S.ATeyma Forestal, S.A. | a-b | (4) | $\overline{\phantom{a}}$ | |
| Financiera Soteland, S.A. | Aontevideo (UY) | 309 | 100.00 | Asa Investment AG | a-b | (8) | ||
| Fotovoltaica Solar Sevilla, S.A. | seville (SP) | 800 | 80.00 Abengoa Solar España.S.A. | (4) | А |
Annual Report 2010ABENGOA
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Amount in | % of Nomina | Parent Company | $(*)$ | See(Pag | Activity(See | Auditor | |
| Registered Address Thousands of $\epsilon$ | Capital | e 8) | Page 8 | |||||
| Freener-g, LLC | Minneapolis (USA) | 534 | 76.00 Abengoa Solar, S.A | $a-b$ | (5)(4) | |||
| Fundación Santa Angela para Grupos VulnerablesGaldán, S.A | Buenos Aires (AR)Navarra (SP) | 1.485 | 100.00 | Teyma Abengoa, S.A.100.00 Befesa Aluminio, S.L. | a-b | (2) | ||
| Galian 2002, S.L. | Barcelona (SP) | 14.711 | 100.00 Telvent Outsourcing, S.A. | a-b | (3) | |||
| GD 21, S.L | Madrid (SP) | 10.60 | 100.00 Telvent Outsourcing, S.A. | a-h | (3) | |||
| Geida Skikda, S.L | Madrid (SP) | 7,546 | 67.00 Befesa Agua, S.A.U./ Construcciones y Depuraciones, S.A | a-b | (3) | |||
| Gestión Integral de Proyectos e Ingeniería, S.A. de C.V.Gestión Integral de Recursos Humanos, S.A. | México D.F. (MX)Seville (SP) | 64 | 99.80 Telvent México, S.A.99.98 Telvent Corporation, S.L./Telvent Energia, S.A. | a-ba-b | (3)(9) | $,$ B$\subset$ | ||
| Global Engineering Services LLC | Delaware (USA) | 92.00 Tarefix, S.A. | a-b | (4) | ||||
| Harper Dry Lake Land Company LLC | Victorville (USA) | 100.00 Abengoa Solar Inc | $a-b$ | (5) | ||||
| Helio Energy Electricidad Uno, S.A. | seville (SP) | 60 | 100.00 Abengoa Solar España, S.A./ Écija Solar Inversiones, S.A | a-b | (4) | |||
| Helio Energy Electricidad Dos, S.A.Helio Energy Electricidad Tres, S.A. | eville (SP)seville (SP) | 6060 | 100.00 Abengoa Solar España, S.A./ Écija Solar Inversiones, S.A100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b$a-b$ | (4)(4) | |||
| Helio Energy Electricidad Cuatro, S.A | eville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (4) | |||
| Helio Energy Electricidad Cinco, S.A | eville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (4) | |||
| lelio Energy Electricidad Seis, S.A. | ville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (4) | |||
| Helio Energy Electricidad Siete, S.A. | eville (SP)ville (SP) | 6060 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$$a-b$ | (4)(4) | |||
| elio Energy Electricidad Ocho, S.AHelio Energy Electricidad Nueve, S.A | eville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (4) | |||
| elio Energy Electricidad Dlez, S.A. | ville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A | $a-b$ | (4) | |||
| Helio Energy Electricidad Once, S.A. | eville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (4) | |||
| lio Energy Electricidad Doce, S.A. | ville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A | a-b | (4) | |||
| lelio Energy Electricidad Trece, S.A.lio Energy Electricidad Catorce, S.A | eville (SP)ville (SP) | 6060 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A | a-ba-b | (4)(4) | |||
| lelio Energy Electricidad Quince, S.A. | eville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (4) | |||
| lio Energy Electricidad Dieciseis, S.A. | ville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (4) | |||
| lelio Energy Electricidad Diecisiete, S.A. | eville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (4) | |||
| lio Energy Electricidad Dieciocho, S.A | ville (SP) | 60 | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (4)(4) | |||
| lelio Energy Electricidad Diecinueve, S.Alio Energy Electricidad Veinte, S.A. | eville (SP)ville (SP) | 6060 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.Abengoa Solar España, S.A./ Écija Solar Inversiones, S.A. | $a-b$a-b | $\langle \Delta \rangle$ | |||
| Helioenergy Electricidad Veintiuno, S.A | eville (SP) | 60 | 99.99 Abengoa Solar España, S.A. | $a-b$ | (5) | |||
| lelioenergy Electricidad Veintidos, S.A | eville (SP) | 60 | 99.99 Abengoa Solar España, S.A. | a-b | $\left(5\right)$ | |||
| Helioenergy Electricidad Veintitres, S.A. | eville (SP) | 60 | 99.99 Abengoa Solar España, S.A. | $a-b$ | (5) | |||
| Helioenergy Electricidad Veinticuatro, S.AHelioenergy Electricidad Veinticinco, S.A. | eville (SP)seville (SP) | 6060 | 99.99 Abengoa Solar España, S.A.99.99 Abengoa Solar España, S.A. | a-b$a-b$ | $\left(5\right)$(5) | $\mathcal{L}$ | ||
| Helios I Hyperion Energy Investments, S.L | eville (SP) | 1,497 | 80.00 Hypesol Energy Holding, S.L. | $a-b$ | (5) | $\epsilon$ | ||
| Helios II Hyperion Energy Investments, S.L | Madrid (SP) | 1,497 | 80.00 Hypesol Energy Holding, S.L. | a-b | (5) | $\overline{\epsilon}$ | ||
| Hidro Abengoa, S.A. de C.V. | Mexico D.F. (MX) | 100.00 Abengoa México, S.A. de C.V./ Befesa Agua, S.A.U. | $a-b$ | (2) | $\cdot$ | |||
| Hynergreen Technologies, S.A. | Seville (SP) | 9125,353 | 100.00 Abeinsa Ingeniería y Construcción Industrial, S.A./ Instalaciones Inabensa, S.A | $a-b$ | (4)(5) | $\mathbb A$$\sim$ | ||
| Hypesol Energy Holding, S.L.Inabensa Bharat Private Limited | eville (SP)N. Delhi (IN) | 426 | 100.00 Abengoa Solar España, S.A.100.00 Abener Energía, S.A./Instalaciones Inabensa, S.A. | $a-b$$a-b$ | (4) | $\mathsf D$ | ||
| Inabensa Electric and Electronic Equipment Manufacturing Co. Ltda | Tiajin (IN) | 190 | 100.00 Instalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A | $a-b$ | (4) | $\sim$ | ||
| Inabensa Fotovoltaica, S.L | eville (SP) | 100.00 Instalaciones Inabensa, S.A./ Centro Industrial y Logistico Torrecú | $a-b$ | (4) | ||||
| Inabensa France, S.A. | ierrelate (PR) | 550 | 100.00 Instalaciones Inabensa, S.A. | $a-b$ | (4) | $\mathbb{A}$ | ||
| Inabensa Maroc, S.A.Inabensa Portugal, S.A. | Tánger (MA)isboa (PT) | 2.37280 | 100.00 Instalaciones Inabensa, S.A.100.00 Instalaciones Inabensa, S.A. | $a-b$$a-b$ | (4)$\left( 3\right)$ | $\mathbb A$$\mathbb A$ | ||
| abensa Rio Ltda | R. de Janeiro (BR) | 100.00 Befesa Brasil, S.A./Abengoa Construção Brasil, Ltda | $a-b$ | (4) | $\mathbb{A}$ | |||
| Inabensa Saudí Arabia, LLC | Damman (SA) | 93 | 100.00 Instalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A | $a-b$ | (4) | $\epsilon$ | ||
| Inabensa Seguridad, S.A. | eville (SP) | 61 | 100.00 Instalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A | $a-b$ | (4) | |||
| Instalaciones Inabensa, S.A. | seville (SP) | 17,307 | 100.00 Neg.Ind.Com., S.A./Abener Energía, S.A./Abeinsa Ing.y Const.Ind., S.A. | $a-b$ | (4)(2) | $\mathbb{A}$$\mathbb{A}$ | ||
| Iniciativas Hidroeléctricas, S.A.Iniciativas Mediambientales, S.L. | eville (SP)Seville (SP) | 1.227$\ddot{4}$ | 51.00 Negocios Industriales y Comerciales, S.A./BefesaAgua, S.A.L100.00 Befesa Gestión de Residuos Industriales, S.L. | $a-b$$a-b$ | (2) | $\epsilon$ | ||
| solation Sic 4 S.R.L | alermo (IT) | 10 | 99.00 | Abengoa Solar PV, S.A. | a-b | (5) | ÷ | |
| Insolation Sic 5 S.R.L | alemo (IT) | 10 | 99.00 Abengoa Solar PV, S.A. | a-b | (5) | |||
| solation Sic 6 S.R.L | Palermo (IT) | 10 | 99.00 | Abengoa Solar PV, S.A. | a-b | (5) | ÷. | |
| Insolation Sic 7.R.L. | alemo (IT)Palermo (IT) | 1010 | 99.00 | 99.00 Abengoa Solar PV, S.A. | a-ba-b | (5)(5) | ÷, | |
| Insolation Sic 8 S.R.LInsolation Sic 9 S.R.L | Palermo (IT) | 10 | Abengoa Solar PV, S.A.99.00 Abengoa Solar PV, S.A. | a-b | (5) | |||
| Insolation Sic 10 S.R.L | Palermo (IT) | 10 | 99.00 | Abengoa Solar PV, S.A. | a-b | (5) | $\overline{\phantom{a}}$ | |
| Insolation Sic 11 S.R.L | Palermo (IT) | 10 | 99.00 Abengoa Solar PV, S.A. | $a-b$ | (5) | |||
| Insolation Sic 12 S.R.L | Palermo (IT) | 10 | 99.00 Abengoa Solar PV, S.A. | a-b | (5)(5) | $\overline{\phantom{a}}$ | ||
| Insolation Sic 13 S.R.L | Palermo (IT)Palermo (IT) | 1069 | 99.00 Abengoa Solar PV, S.A.100.00 Abengoa Solar PV, S.A./Abengoa Solar, S.A | $a-b$a-b | (5) | $\sim$ | ||
| Insolation Sic 14 - 20 S.R.L.Instalaciones Fotovoltaicas Torrecuéllar, 1 S.L. | eville (SP) | 100.00 Inabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A. | $a-b$ | (4) | ||||
| Instalaciones Fotovoltaicas Torrecuéllar, 2 S.L | seville (SP) | 100.00 | Inabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A. | $a-b$ | (4) | ÷ | ||
| Instalaciones Fotovoltaicas Torrecuéllar, 3 S.L | eville (SP) | 100.00 Inabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A. | $a-b$ | (4) | $\sim$ | |||
| Instalaciones Inabensa.Pty.Limited | Sidney (AU)Vlontevideo (UY) | 1,852 | 100.00 | Instalaciones Inabensa, S.A. | a-b$a-b$ | (4)(6) | ||
| Inversora Enicar, S.A.Isolation Ita 1, S.R.L. | Roma (IT) | 100.00 Inabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A.100.00 Abengoa Solar PV, S.A./Abengoa Solar, S.A | a-b | (5) | $\sim$ | |||
| Isolation Ita 2, S.R.L. | Roma (IT) | 100.00 Abengoa Solar PV, S.A./Abengoa Solar, S.A. | a-b | (5) | ||||
| Isolation Ita 3, S.R.L. | Roma (IT) | 100.00 Abengoa Solar PV, S.A./Abengoa Solar, S.A. | a-b | (5) | ÷ |
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Annual Report 2010ABENGOA
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of 6 | % of NominaCapital | Parent Company | $(*)$ | (Page 8) | See Activity(Seeage 8 | Auditor |
| Nicsa Fornecimiento de Materiais Eléctricos Ltda | R. de Janeiro (BR) | Abeinsa Ing.y Constr.Ind., S.A./ Negocios Industriales y Comerciales, S.A | (4) | |||||
| licsa Industrial Supplies CorporatioNicsa Mexico, S.A. de C.V | AZLI) shirolMexico D.F. (MX) | 16 | 100.0099.81 | Negocios Industriales Comerciales, S.ANegocios Industriales Comerciales, S.A./Abengoa México, S.A. de C.V | a-ha-b | $\left( 4 \right)$(4) | $\mathbb A$ | |
| Nicsa Suministros Industriales, S.A. | Buenos Aires (AR) | 1000 | efesa Argentina, S.A./ Teyma Abengoa, S./ | (4) | $\mathbb A$ | |||
| legocios Industriales Comerciales, S.A | Madrid (SP) | 1.79 | 100.0 | Abencor Suministros, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A | (4) | $\subset$ | ||
| NRS Consulting Engineers Inc | exas (USA) | 5,05 | 51.00 | Befesa Agua, S.A.U | a-b | (2) | $\mathbb A$ | |
| NTE, Nordeste Transmissora de Energía, S.A | R. de Janeiro (BR) | 34.79 | 50.01100.0 | AbengoaConcessoes Brasil Holding, S.A. | $a-b$ | (4)(3) | $\mathbb A$$\mathbb A$ | |
| Operação e Manutenção de Linhas de Transmissão, S.APalmucho, S.A. | de Janeiro (BR)antiago (CL) | 17 1 | 100.00 | stalaciones Inabesa S.A./Abengoa Construção Brasil, LtdaAbengoa Chile, S.A | a-b | (4) | $\mathbb A$ | |
| Power Structures Inc | elaware (USA) | 100.00 | Construcc Metalicas Mexicanas, S.A. De C.V. | (4) | ÷, | |||
| Puerto Real Cogeneración, S.A | adiz (SP) | 176 | 99.10 | Abener Inversiones, S.I | a-b | (4) | ||
| Procesos Ecológicos Carmona 1, S.A. | eville (SP) | 63 | 100.00 | rocesos Ecológicos, S.A./Alianza Medioambiental, S.L | $a-b$ | (2)(2) | ÷. | |
| Procesos Ecológicos Carmona 2, S.A.Procesos Ecológicos Lorca 1, S.A | eville (SP)eville (SP) | 90180 | 100.00100.00 | Befesa Agua, S.A.U./Procesos Ecológicos, S.ABefesa Agua, S.A.U./Procesos Ecológicos, S.A. | a-ba-b | (2) | ÷ | |
| Procesos Ecológicos Vilches, S.A. | eville (SP) | 1,299 | 100.00 | Befesa Agua, S.A.U./Procesos Ecológicos, S.A | $a-b$ | (2) | $\mathbb A$ | |
| Proyectos de Inversiones Medioambientales, S.L. | izcaya (SP) | 285,509 | 100.00 | iiema AG, ZUG/Asa Environment & Energy Holding AG Zug | a-b | (6) | ||
| Residuos Ind. De la Madera de Córdoba, S.A | ordoba (SP) | 617 | 71.09 | Befesa Gestión de Residuos Industriales, S.L. | $a-b$ | (2) | ||
| Rioglass Solar, S.A.Rioglass Solar 2, S.A. | Asturias (SP)Asturias (SP) | 7,36560 | 50.00 | Rioglass Solar Holding, S.A.99.99 Rioglass Solar Holding, S.A. | $a-b$$a-b$ | $\left(5\right)$(5) | $\sim$ | |
| S.E.T Sureste Peninsular, S.A. de C.V. | R. de Janeiro (BR) | 1.536 | 100.00 | Abengoa México, S.A. de C.V./Instalaciones Inabensa, S.A. | $a-b$ | (4) | $\mathbb{A}$ | |
| anlucar Solar, S.A | eville (SP) | 8.43 | 100.00 | Abengoa Solar España, S.A./Asa Environment & Energy Holding AG Zug | $a-b$ | (4) | $\mathbb{A}$ | |
| SAS Abengoa Bioenergia Biomasse France | Arance (FR) | 100.00 | Abengoa Bioenergía, S.A. | $a-b$ | (1) | |||
| Socios Auxiliares de Administración, S.A. de C.V | México D.F. (MX) | Abengoa México, S.A. de C.V | a-b | (4)(4) | $\mathbb{A}$$\mathbb A$ | |||
| Servicios de Ingenieria IMA, S.AShariket Tenes Lilmiyah Spa | Santiago (CL)Argelia (ARG) | 2.45113.05 | 60.00 | Abengoa Chile, S.A.51.00 Befesa Aguas Tenes, S.L | a-b$a-b$ | (2) | ||
| Siema AG | Zug (CH) | 8.75 | 100.00 | Siema AG | a-b | (6) | A | |
| Simosa I.T., S.A | seville (SP) | 61 | 100.00 Abengoa, S.A./Servicios Integrales de Mantenimiento y Operaciones, S.A | a-b | (4) | |||
| Servicios Integrales de Mantenimiento y Operaciones, S.A. | Seville (SP) | 12! | 100.00 Negocios Industriales y Comerciales, S.A./Abengoa, S.A. | a-b | (4) | $\overline{\epsilon}$ | ||
| Sinalan, S.A. | Montevideo (UY)México D.F. (MX) | 4,318 | 100.00 Teyma Forestal, S.A | a-ha-b | (4)(2) | A | ||
| Sistemas de Desarrollo Sustentables S.A. De C.V.Sociedad Inversora en Energía y Medioambiente, S.A | eville (SP) | 93.00 | 100.00 Befesa México, S.A. De C.V./Abener México, S.A. De C.V100.00 Abengoa, S.A./Negocios Industriales y Comerciales, S.A | a-h | (6) | |||
| Sociedad Inversora Lineas de Brasil, S.L. | eville (SP) | 12,798 | 100.00 Asa Iberoamérica, S.L. | ab | (6) | |||
| ol3G, S.L | Barcelona (SP) | 2,443 | 77.78 Abengoa Solar, S.A. | a-b | (5) | $\mathsf D$ | ||
| Solaben Electricidad Uno, S.A. | Jadajoz (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A | a-b | (5)(5) | ||
| Solaben Electricidad Dos, S.A.Solaben Electricidad Tres, S.A. | Badajoz (SP)Jadaioz (SP) | 6(60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b$a-b$ | (5) | |||
| Solaben Electricidad Cuatro, S.A | Badajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (5) | |||
| Solaben Electricidad Cinco, S.A. | Jadajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solaben Electricidad Seis, S.A.Solaben Electricidad Siete, S.A. | sadaioz (SP)Badajoz (SP) | 6060 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-ba-b | (5)(5) | |||
| Solaben Electricidad Ocho, S.A. | Badaioz (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A | a-b | (5) | ||
| Solaben Electricidad Nueve, S.A | Badajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solaben Electricidad Diez, S.A. | Badajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (5) | |||
| Solaben Electricidad Once, S.A.Solaben Electricidad Doce, S.A. | Badajoz (SP)Badajoz (SP) | 6060 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$a-b | (5)(5) | |||
| Solaben Electricidad Trece, S.A. | Badajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solaben Electricidad Catorce, S.A. | Badajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solaben Electricidad Quince, S.A. | Badajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solaben Electricidad Dieciseis, S.A. | Badajoz (SP)Badajoz (SP) | 6060 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$$a-b$ | (5)(5) | |||
| Solaben Electricidad Diecisiete, S.A.Solaben Electricidad Dieciocho, S.A. | Badajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solaben Electricidad Diecinueve, S.A. | Badajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solaben Electricidad Veinte, S.A. | Badajoz (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solacor Electricidad Uno, S.A.Solacor Electricidad Dos, S.A. | seville (SP)Seville (SP) | 2,8742,874 | 100.00 Abengoa Solar, S.A.100.00 Abengoa Solar, S.A | $a-b$a-b | (5)(5) | |||
| Solacor Electricidad Tres, S.A. | eville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solar de Receptores de Andalucía, S.A. | seville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |||
| Solar Nerva SLU | eville (SP) | 100.00 Befesa Gestión de Residuos Industriales, S.L | $a-b$ | (5) | ||||
| Solar Power Plant One (SPP1) | Argel (DZ) | 42,111 | 66.00 Abener Energía, S.A. | a-ba-b | (4)(4) | $\mathbb{A}$ | ||
| Solar Processes, S.A.Solargate Electricidad Uno, S.A. | eville (SP)eville (SP) | 14,57860 | 100.00 | Abengoa Solar España, S.A./Instalaciones Inabensa, S.A.99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | $\overline{\phantom{a}}$ | |
| Solargate Electricidad Dos, S.A. | Seville (SP) | 60 | 99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (5) | |||
| Solargate Electricidad Tres, S.A. | eville (SP) | 60 | 99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | $\sim$ | ||
| Solargate Electricidad Cuatro, S.A. | eville (SP) | 60 | 99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5)(5) | $\overline{\phantom{a}}$ | ||
| Solargate Electricidad Cinco, S.A.Solargate Electricidad Seis, S.A. | eville (SP)eville (SP) | 6060 | 99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$$a-b$ | (5) | $\sim$ | ||
| Solargate Electricidad Siete, S.A. | eville (SP) | 60 | 99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | $\cdot$ | ||
| Solargate Electricidad Ocho, S.A. | eville (SP) | 60 | 99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | $\sim$ | ||
| Solargate Electricidad Nueve, S.A. | eville (SP)eville (SP) | 6060 | 99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$$a-b$ | (5)(5) | $\sim$$\sim$ | ||
| Solargate Electricidad Diez, S.A.Solamate Electricidad Once S.A. | eville (SP) | 60 | 99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.99.99 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-h | (5) |
Appendix VI
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of 6 | 6 of NominaCapital | Parent Company | See(Page 8) | Activit(SeePage 8 | Auditor |
| Solargate Electricidad Doce, S.A. | eville (SP) | 6 | 99.99 | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | (5)(4) | ||
| Solnova Electricidad, S.A.AZ-50Solnova Electricidad Dos, S.A. | eville (SP)eville (SP) | 30,9866 | 100.00100.00 | nstalaciones Inabensa, S.A./ Solnova Solar Inversiones, S.Anstalaciones Inabensa, S.A./Abengoa Solar España, S.A. | a-ba-b | (4) | А |
| Solnova Electricidad Tres, S.A. | eville (SP) | 30,110 | 100.00 | nstalaciones Inabensa, S.A./ Solnova Solar Inversiones, S.A | $a-b$ | (4) | $\mathbb{A}$ |
| Solnova Electricidad Cuatro, S.A. | eville (SP) | 23,266 | 100.00 | iolnova Solar Inversiones, S.A/Instalaciones Inabensa, S.A. | a-b | (4) | $\mathbb A$ |
| Solnova Electricidad Cinco, S.A. | eville (SP) | 60 | 100.00 | nstalaciones Inabensa, S.A./Abengoa Solar España, S.A. | $a-b$ | (4) | |
| Solnova Electricidad Séis, S.A. | eville (SP) | 6 o | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (4) | ||
| Solnova Electricidad Siete, S.A | eville (SP) | 60 | 100.00 | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (4)(4) | |
| Solnova Electricidad Ocho, S.A.Solnova Electricidad Nueve, S.A | eville (SP)eville (SP) | 6 o60 | 100.00 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b$a-b$ | (4) | |
| Solnova Electricidad Diez, S.A. | eville (SP) | 6 o | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (4) | ||
| Solnova Electricidad Once, S.A | eville (SP) | 60 | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (4) | ||
| Solnova Electricidad Doce, S.A. | eville (SP | 6 o | 100.00 Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (4) | ||
| Solnova Solar Inversiones, S.A | eville (SP) | 60 | 99.99 Abengoa Solar España, S.A. | a-b | (5)(5) | C | |
| Solúcar Andalucía FV1, S.A. | eville (SP) | 6(60 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar New Tecnologies, S.A. | a-ba-b | (5) | ||
| Solúcar Andalucía FV2, S.ASolúcar Castilla FV1, S.A. | eville (SP)eville (SP) | 60 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar New Tecnologies, S.A.100.00 Abengoa Solar PV, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | ||
| Solúcar Castilla FV2, S.A | eville (SP | 60 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar New Tecnologies, S.A. | a-b | (5) | ||
| Solúcar Extremadura FV1, S.A | eville (SP) | 60 | 100.00 Abengoa Solar PV, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | ||
| Solúcar Extremadura FV2, S.A | eville (SP) | 6( | 100.00 | Abengoa Solar PV, S.A./Abengoa Solar New Tecnologies, S.A. | $a-b$ | (5) | |
| Soluciones Ambientales del Norte Limitada, S.A. | eville (SP) | 100.00 Befesa Chile Gestión Ambiental Limitada/ Abengoa Chile, S.A | $a-b$ | (2)(5) | $\mathbb A$ | ||
| Solugas Energía, S.ASTE-Sul Transmissora de Energía, Ltda. | eville (SP)R. de Janeiro (BR) | 6117,166 | 100.00 Abengoa Solar New Technologies, S.A./Abengoa Solar, S.A.50.10 Abengoa Concessoes Brasil Holding, S.A. | $a-b$$a-b$ | (4) | $\mathbb A$ | |
| Tarefix, S.A. | Delware (USA) | 100.00 | Asa Investment AG | $a-b$ | (4) | $\mathbb A$ | |
| Telvent Arce Sistemas, S.A. | Vizcaya (SP) | 1,769 | 99.99 Telvent Tráfico y Trasporte, S.A. | $a-b$ | (3) | $\mathsf B$ | |
| Telvent Argentina, S.A | Madrid (SP) | 57 | 100.00 Telvent Tráfico y Trasporte, S.A./Telvent Brasil, S.A. | a-b | (3) | $,$ B | |
| Telvent Australia Pty Ltd | Australia (AUS) | 5,188 | 100.00 Telvent Git, S.A. | $a-b$ | (3) | $\mathsf B$ | |
| Telvent Beijing Blue Schield High & New Tech Co., Ltd | Pekin (CN) | 3,254 | 80.00 Telvent Control System (China) Co., Ltd. | a-b | (3)(3) | $\mathsf D$$\mathsf B$ | |
| Telvent Brasil, S.A.Telvent BV | l. de Janeiro (BR)Amsterdam (NL) | 8,944160 | 100.00 | 100.00 Telvent Tráfico y Trasporte, S.A./Bargoa, S.A.siema AG | $a-b$a-b | (6) | |
| Telvent Canada, Ltd | algary (CA) | 26,287 | 100.00 Telvent Git, S.A. | $a-b$ | (3) | $\mathsf B$ | |
| Telvent Chile, S.A. | antiago (CL) | 14 | 100.00 Telvent Tráfico y Trasporte, S.A./Telvent Energia, S.A. | $a-b$ | (3) | ||
| Telvent Control System (China) Co., Ltd. | Beijing (CN) | 5,508 | 100.00 Telvent Tráfico y Trasporte, S.A. | $a-b$ | (3) | $\mathsf D$ | |
| Telvent Corporate Services Inc. | louston (USA) | 100.00 Telvent USA Inc. | a-b | (3) | |||
| Telvent Corporate Services Ltd. | Calgary (CA)Madrid (SP) | 24,29 | 100.00 Telvent Canada Ltd | $a-b$a-b | (3)(6) | ||
| Telvent Corporation, S.LTelvent Deutschland Gmbh | Hamburgo (DE) | $2^{\circ}$ | 100.00 Abengoa, S.A./Siema AG100.00 Telvent Energía, S.A. | $a-b$ | (4) | $\mathsf D$ | |
| Telvent Dinamarca ApS | Copenhague (DK) | 11 | 100.00 Telvent Energía, S.A. | $a-b$ | (3) | $\mathsf B$ | |
| Telvent Energía, S.A. | Madrid (SP) | 39.06 | 100.00 Telvent Git, S.A. | $a-b$ | (3) | $,$ B | |
| Telvent Environment, S.A. | eville (SP) | 1,24! | 100.00 Telvent Energía, S.A./Telvent GiT, S.A. | $a-b$ | (3) | ||
| Telvent Export, S.L. | Madrid (SP) | 100.00 Telvent Git, S.A. | $a-b$ | (3)(3): (6) | |||
| Telvent Factory Holding AGTelvent Farradyne Engineering, P.C. | ug (CH)Maryland (USA) | 9,353 | 100.00 Telvent Investment, S.L.100.00 Telvent Traffic North America Inc | $a-b$$a-b$ | (3) | ||
| Telvent Farradyne Inc. | Maryland (USA) | 27,29 | 100.00 Telvent Traffic North America Inc. | $a-b$ | (3) | $\mathsf B$ | |
| Telvent GIT, S.A. | Madrid (SP) | 69.82 | 41.09 Telvent Corporation, S.L./Siema AG | $a-b$ | $(3)$ : $(6)$ | $,$ B | |
| Telvent Housing, S.A. | Madrid (SP) | 2,872 | 100.00 Telvent Git, S.A. | $a-b$ | (3) | $\mathsf B$ | |
| Telvent Implantación de Sistemas, S.L. | Madrid (SP) | 100.00 Telvent Outsorcing, S.A. | $a-b$ | (3) | |||
| Telvent Interactiva, S.A. | Madrid (SP) | 240 | 100.00 Telvent Energía, S.A./Telvent GIT, S.A. | $a-b$ | (3)(6) | $\mathsf B$ | |
| Telvent Investment, S.L.Telvent México, S.A. | Madrid (SP)Madrid (SP) | 7.003,29 | 100.00 Telvent Corporation, S.L.99.34 Telvent Energía, S.A. | $a-b$a-b | $(3)$ | $\mathsf B$ | |
| Telvent Miner & Miner, Inc. | olorado (USA) | 12.69 | 100.00 Telvent Git, S.A. | $a-b$ | (3) | $,$ B | |
| Telvent Netherlands BV | ulemborg (NL) | 1,702 | 100.00 Telvent Git, S.A. | a-b | (3) | А | |
| Telvent Outsourcing, S.A. | eville (SP) | 47 | 100.00 Negocios Industriales Comerciales, S.A./Telvent Git, S.A. | a-b | (3) | $,$ B | |
| Telvent Portugal, S.A. | isboa (PT) | 1,202 | 100.00 Telvent Housing, S.A. | $a-b$ | (3) | $\mathsf B$ | |
| Telvent Saudi Arabia, Co. Ltd. | eddah (Saudi Arabi | 8 1334 | 100.00 Telvent Tráfico y Trasporte, S.A./ Tráfico Ingeniería, S.A. | a-b | (3)(3) | $\mathsf B$$\mathsf B$ | |
| Telvent Scandinavia ABTelvent Servicios Compartidos, S.A. | Ostersund (SE)Aadrid (SP) | 21 | 100.00 Telvent Energía, S.A.100.00 Telvent Energía, S.A./Telvent Git, S.A. | $a-b$a-h | (9) | $\mathsf B$ | |
| Telvent Thailandia Ltd | Bangkok (TH) | 27 | 100.00 Telvent Tráfico y Trasporte, S.A. | $a-b$ | (3) | $\mathbb D$ | |
| Telvent Traffic North America Inc | exas (USA) | 18.53 | 100.00 Telvent Tráfico y Trasporte, S.A. | a-b | (3) | $\mathsf B$ | |
| Telvent Tráfico y Transporte, S.A. | Madrid (SP) | 6,452 | 100.00 Telvent Energía, S.A./Telvent Git, S.A. | $a-b$ | (3) | $\mathsf B$ | |
| Telvent USA, Inc. | louston (USA) | 10,258 | 100.00 Telvent Canada Ltd | a-b | (3) | $\mathsf B$ | |
| Telvent Venezuela, C.A | aracas (VE) | 38.82 | 100.00 | 100.00 Telvent Tráfico y Trasporte, S.A. | $a-b$a-b | (3)(4) | $\mathbb D$$\mathbb A$ |
| Teyma Abengoa, S.A.Teyma Construcciones, S.A. | uenos Aires (AR)vlontevideo (UY) | 5.358 | Asa Investment AG /Asa Iberoamérica, S.L./Befesa Argentina, S.A99.00 Teyma Uruguay Holding, S.A. | $a-b$ | (4) | ||
| Teyma Gestión de Contratos de Construcción e Ingeniería, S.A. | eville (SP) | 5 | 92.00 Abeinsa Ingeniería y Construcción Industrial, S.A. | a-b | (4) | $\mathbb A$ | |
| Teyma Forestal, S.A. | vlontevideo (UY) | 51 | 100.00 Teyma Uruguay Holding, S.A. | $a-b$ | (4) | $\overline{A}$ | |
| Teyma Internacional, S.A | /lontevideo (UY) | 2( | 100.00 Teyma Uruguay Holding, S.A. | a-b | (4) | $\mathbb A$ | |
| Teyma Medioambiente, S.A. | /lontevideo (UY) | 2( | 100.00 Teyma Uruguay Holding, S.A. | $a-b$ | (4)(4) | ||
| Teyma Paraguay, S.A.Teyma Uruguay Holding, S.A. | sunción (PY)Aontevideo (UY) | 2.94 | 100.00 Teyma Internacional, S.A.92.00 Asa Investment AG | a-b$a-b$ | $(4)$ ; $(6)$ | $\mathbb A$ | |
| Teyma Uruguay ZF, S.A. | Montevideo (UY) | 24 | 100.00 Teyma Uruguay, S.A | a-b | $\left( 4\right)$ | $\mathbb A$ |
Dependent Companies included in the 2009 Consolidation Perimeter using the Global Integration Method (Continuation)
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of $\epsilon$ | % of NominalCapital | Parent Company | $(*)$ (Pag | See Activity(Seee 8) Page 8) | Auditor |
| Tevma USA Inc. | Delaware (USA) | 100.00 ASA Investment AG | (4) | ||||
| Tráfico Ingeniería, S.A. | Asturias (SP) | 1.034 | 100.00 Telvent Tráfico y Trasporte, S.A./Telvent Arce Sistemas, S.A. | a-b | (3) | ||
| Transportadora Cuyana, S.A. | Buenos Aires (AR) | 100.00 Teyma Abengoa, S.A./ Abengoa, S.A. | a-b | (4) | |||
| Transportadora del Atlántico, S.A. | Buenos Aires (AR) | 100.00 Teyma Abengoa, S.A./Abengoa, S.A. | $a-b$ | (4) | |||
| Transportadora del Norte, S.A. | Buenos Aires (AR) | 100.00 Abengoa, S.A./Teyma Abengoa, S.A. | a-b | (4) | |||
| Transportadora Dolavon, S.A. | Buenos Aires (AR) | 100.00 Teyma Abengoa, S.A./Abengoa, S.A. | a-b | (4) | |||
| Transportadora Rio de la Plata, S.A. | Seville (SP) | 100.00 Teyma Abengoa, S.A./Abengoa, S.A. | a-b | (4) | |||
| Tratamiento y Concentración de Líquidos, S.L. | Seville (SP) | 4.021 | 100.00 Befesa Gestión de Residuos Industriales, S.L. | a-b | (2) | ||
| Trinacria Spzoo | Skawina (POL) | 4,583 | 95.05 Befesa Aluminio, S.L. | a-b | (2) | ||
| Valorcam, S.L. | Madrid (SP) | 2.41 | 80.00 Befesa Gestión de Residuos Industriales, S.L. | a-b | (2) | ||
| Zero Emissions Technologies, S.A. | Seville (SP) | 60 | 100.00 Abeinsa Ingeniería y Construcción Industrial, S.A./Hynergreen Techonologies, S.A. | a-b | (4) | ||
| Zeroemissions Carbon Trust, S.A. | Seville (SP) | 60 | 100.00 Zeroemissions Tecnologies, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | a-b | (4) | ||
| Zeroemissions do Brasil, Ltda | R. de Janeiro (BR) | 949 | 100.00 Zeroemmissios Technologies, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. | a-b | (2) | ||
| Zeroemissions Eatern Europe, LLC | Moscow (RU) | 100.00 Zeroemissions Technologies, S.A./Zeroemissions Carbon Trust, S.A. | (4) |
(*) Companies incorporated or acquired and consolidated for the first time in the year.
The circumstances considered in Article 2 of Royal Decree 1815/91, whereby the Rules for Formulation of Consolidated Annual Accounts were approved, are:
a. The parent Company shall hold a majority of the voting rights.
Annual Report 2010
b. The parent Company shall have the right to appoint a majority of the members of the governing body. c. The parent Company shall have the right to appoint a majority of the members of the governing body. c. The parent
The percentage interests have been rounded up to two decimals.Unless stated otherwise, the closing date of the latest annual accounts was December 31, 2008.
(1) Bioenergy Business Group.
(1) biseliery business Stroup. (2) Environmental Services Business Group. (3) Information Technology Business Group. (4) Engineering and Industrial Construction Business Group. (5) Solar Business Group. (6) Holding Co
(7) Acquisition and running of rural and urban property, together with other related activities.(8) Financial services.
(9) Ancillary services.
A Audited by PricewaterhouseCoopers Auditores.
A Companies audited by Deloitte (for legal purposes and Consolidated Annual Accounts of Abengoa, S.A.).C Audited by Auditoría y Consulta (for legal purposes).D Audited by Other Auditors (for legal purposes).
Appendix VII
Associated Companies included in the 2009 Consolidation Perimeter using the Participation Method
| Shareholding | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Registered Address | Amount inThousands of $\epsilon$ | $%$ ofNominalCapital | Parent Company | $(*)$ | Art. ofR.D.1815/91 | Activity | Auditor |
| Abenor, S.A. | Santiago (CL) | 6.752 | 20.00 Inversiones Eléctricas Transam Chile Limitada/Abengoa Chile, S.A. | 50.3 | (4) | A. | ||
| Agua y Gestión de Servicios Ambientales, S.A. | Seville (SP) | 6,886 | 37.38 Befesa Medio Ambiente, S.A. | 59.3 | (2) | |||
| Araucana de Electricidad, S.A. | Santiago (CL) | 7.303 | 20.00 Abengoa Chile, S.A./Inversiones Eléctricas Transam Chile Limitada | 5°3 | (4) | A. | ||
| Betearte | Bilbao (SP) | $1.12^{1}$ | 33.33 Alianza Medioambiental, S.L. | 503 | (2) | $\sim$ | ||
| Chennai Water Desalination Limited | Chennai (IN) | 7,086 | 25.00 Befesa Agua, S.A.U | 5°3 | (2) | $\sim$ | ||
| Coaben, S.A. de C.V. | México (MX) | 48.00 Concecutex, SA de C.V./Abengoa México, S.A. de C.V./Inst.Inabensa, S.A. | (6) | 5°3 | (4) | |||
| Cogeneración Motril, S.A. | Seville (SP) | 1.403 | 39.00 Abener Energía, S.A. | 59.3 | (4) | . | ||
| Concesionaria Hospital del Tajo, S.A. | Seville (SP) | 1.727 | 20.00 Instalaciones Inabensa, S.A. | 59.3 | (2) | |||
| Ecología Canaria, S.A. | Las Palmas (SP) | 68 | 45.00 Befesa Gestión de Residuos Industriales, S.L. | 5%3 | (2) | |||
| Evacuación Villanueva del Rey, S.L. | Seville (SP) | 45.12 Helioenergy Electr.1, S.A./Helioenergy Electr.2, S.A./Helioenergy Electr.3, S.A. | (4) | 503 | (5) | $\sim$ | ||
| Expansion Transmissao Itumbiara Marimbondo, Ltda. | R. de Janeiro (BR) | 7.102 | 25.00 Abengoa Concessoes Brasil Holding, S.A. | 50.3 | (4) | |||
| Expansion-Transmissao de Energía Electrica Ltda | R. de Janeiro (BR) | 11.460 | 25.00 Abengoa Concessoes Brasil Holding, S.A. | 5°3 | (4) | |||
| Explotadora Hospital del Taio, S.L. | Seville (SP) | 20.00 Instalaciones Inabensa, S.A. | 59.3 | (4) | ||||
| Green Visión Holding BV | Netherlands (HL) | 3.000 | 24.00 Hynergreen Technologies, S.A. | 50.3 | (4) | ۰. | ||
| Huepil de Electricidad, S.L. | Santiago (CL) | 11.013 | 100.00 Abengoa Chile, S.A./Inversiones Eléctricas Transam Chile Limitada | 5° 3 | (4) | A. | ||
| Inversiones Eléctricas Transam Chile Limitada | Santiago (CL) | 4.959 | 20.00 Abengoa Chile, S.A. | 5°3 | (4) | A. | ||
| Linha Verde Transmisora de Energia, S.A. | Brasilia (BR) | 25.50 Abengoa Concessoes Brasil Holding, S.A. | 143 | 503 | (4) | $\sim$ | ||
| Meyah Bah'r Honnaine | Cheraga (Algeria) | 19,039 | 51.00 Geida Tlemcen, S.L. | 59.3 | (2) | |||
| Red Eléctrica del Sur. S.A. | Lima (PE) | 3,900 | 23.75 Abengoa Perú, S.A. | 59.3 | (4) | |||
| Rio Branco Transmisora de Energia, S.A. | Brasilia (BR) | 25.50 Abengoa Concessoes Brasil Holding S.A. | 783 | 50.3 | (4) | |||
| Telvent DMS LLC | Serbia | 4.111 | 49.00 Telvent Energía, S.A. | $5^{\circ}$ 3 | (3) | B | ||
| TSMC Ing. Y Contrucción | Santiago (CL) | 33.30 Abengoa Chile, S.A. | 5°3 | (4) | ||||
| Zoar Eolica, S.L. | A Coruña (SP) | $\Delta$ | 33.33 Instalaciones Inabensa, S.L./Abengoa S.A. | 50.3 | (4) |
(*) Companies incorporated or acquired and consolidated for the first time in the year.
Article 5.3 of Royal Decree 1815/91, whereby the Rules for the Formulation of Consolidated Annual Accounts were approved, states that when one or more companies belonging to the
Antect 2006 of the Company held is admitted to official listing on a stock exchange.hold an interest of at least 20% in the capital of another Company which does not belong to the group, said Company shall be deemed to ex
(1) Bioenergy Business Group.
(1) Bioenergy Business Group. (2) Environmental Sevices Business Group. (3) Information Technology Business Group. (4) Engineering and Industrial Construction Business Group. (5) Solar Subsiness Croup.
(6) Holding Company.
A Audited by PricewaterhouseCoopers Auditores.
A Additional Oriental Interventional Consolidated Annual Accounts of Abengoa, S.A.). B Companies audited by Deloitte (for legal purposes and Consolidated Annual Accounts of Abengoa, S.A.). D Audited by Other Auditors (fo
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name of Entity | Registered Address | Amount inThousands of $\epsilon$ | % of NominalCapital | Partner Company in Entity | $(*)$ | Art. of R.D.1815/91 | Activity (SeePage 3) |
| Abencon, S.A. de C.V. | México D.F. (MX) | 50.00 | Abengoa México, S.A. | $4^{\circ}2.a$ | (4) | ||
| bener Ghenova Ingeniería, S.L | eville (SP) | 1,400 | 50.00 | Abener Energía, S.A. | 4°2.a | (4) | |
| Abener Nuevo Pemex Tabasco IAbener Inversiones, S.L.-Dragados Industrial-México, S.A. De C.V. | eville (SP)México D.F. (MX) | 0.00 | 30.00 | Instalaciones Inabensa, S.A.50.00 Abener México, S.A. | $(*)$ | $4^{\circ}2.a$$4^{\circ}2.a$ | (4)(4) |
| Abener-Inabensa Alemania | eville (SP) | 0.0 | 30.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | |
| Abener-Inabensa Francia | Seville (SP) | 0.00 | 30.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| Abener-Inabensa Paises Bajos | Seville (SP) | 0.00 | 30.00 Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Abensaih Construcción | eville (SP) | 3.00 | 50.00 | Befesa Agua, S.A.U | $4^{\circ}2.a$ | (2) | |
| Acciona - Telvent Tráfico y Transporte, S.A. | Madrid (SP) | 50.00 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |||
| Adis Segovia Valdestrilla | Madrid (SP) | 0.42 | 7.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| Lerópolis | eville (SP) | 2.40 | 40.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| Agencia Andaluza de Energía | Barcelona (SP) | 0.00 | 35.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| AL Oasis- Inabensa Co, LtdVicoy | Damman (SA)Nicante (SP) | 463.00 | 50.00 | 50.00 Inabensa Saudi ArabiaBefesa Agua, S.A.U | 4°2.a$4^{\circ}2.a$ | (4)(2) | |
| Almanjayar | Madrid (SP) | 1.50 | 25.00 Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| APCA Inabensa-Abengoa Lote 1 | eville (SP) | 6.00 | 100.00 | Instalaciones Inabensa, S.A. | 4°2.a | (4) | |
| APCA Inabensa-Abengoa Lote 2 | eville (SP) | 6.00 | 100.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | $\left( 4\right)$ | |
| Argelia | Madrid (SP) | 3.00 | 50.00 Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| kmilla | eville (SP) | 3.00 | 50.00 | nstalaciones Inabensa. S.A | $4^{\circ}2.a$ | (4) | |
| winyo | ataluña (SP | (0.24) | 40.00 | Construcciones y Depuraciones, S.A. | 4°2.a | (2) | |
| Baix Llobregat | Gerona (SP) | 6.00 | 50.00 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| Baio Almanzora | Almería (SP) | 2.40 | 40.00 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| lascara | ataluña (SP) | (0.24) | 40.00 | Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$ | (2) | |
| Bioener Energía, S.A.Boaco | Vizcava (SP)Vicaragua (NIC) | 3372.22 | 74.00 | 50.00 Abengoa Bioenergía, S.A.Befesa Agua, S.A.U. | $4^{\circ}2.a$$4^{\circ}2.a$ | (1)(2) | |
| áceres | áceres (SP) | 50.00 | Befesa Agua, S.A.U | $4^{\circ}2.a$ | (2) | ||
| Campello | Alicante (SP) | 3.00 | 50.00 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| ampus Aljarafe | ontevedra (SP | 25.00 | nstalaciones Inabensa, S.A | $4^{\circ}2.a$ | (4) | ||
| anal Algerri-Balaguer | érida (SP) | 2.00 | 33.00 | Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | |
| anal de Navarra | Vavarra (SP) | 20.00 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | |||
| ARE Córdoba | seville(SP) | 12.00 | 25.00 | Instalaciones Inabensa, S.A. | 4°2.a | (4) | |
| artagena | Murcia(SP) | 38.00 | Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| artuja: | Seville (SP) | 0.00 | 100.00 Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$ | (2) | ||
| edisolarEl Huesca | sturias (SP)Zaragoza (SP) | 4,990.60 | 50.0020.00 | Rioglass Solar Holding, S.AInstalaciones Inabensa, S.A. | 4°2.a$4^{\circ}2.a$ | (5)(4) | |
| entrales | Madrid (SP) | 50.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| hapin 2002 | Seville (SP) | 3.01 | 25.00 | nstalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| hennai | ndia (SP) | 80.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| hennai EPC | ndia (SP) | $-1.20$ | 20.00 Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$ | (2) | ||
| hennai O&M | ndia (SP) | 80.00 | Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | ||
| hennai O&M | ndia (SP) | $-1.20$ | 20.00 | Construcciones y Depuraciones, S.A. | $(*)$ | 4°2.a | (2) |
| hina Exhibition Center | seville (SP) | 35.00 Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |||
| ifuentes | Guadalajara (SP) | 3.30 | 50.00 | Befesa Agua, S.A.U | $4^{\circ}2.a$ | (2) | |
| iudad de la Justicia | Madrid (SP) | 3.00 | 20.00 | Instalaciones Inabensa, S.A.50.00 Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4)(4) | |
| Complejo Espacialoncecutex SA de C.V | Madrid (SP)'oluca (MX) | 3,79 | 50.00 | nstalaciones Inabensa, S.A./Abengoa México, S.A./Abengoa, S.A | (4) | 4°2.a$4^{\circ}2.a$ | $\left( 4\right)$ |
| Concesionaria Costa del Sol S.A. | Málaga (SP) | 4,584.8 | 50.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| onquero | Huelva (SP) | 50.00 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | |||
| consistorio | Madrid (SP) | 6.0 | 30.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| Consorcio Abengoa Kipreos Limitada | ima (PE) | 50.00 | Abengoa Chile, S.A. | $4^{\circ}2.a$ | (4) | ||
| Consorcio Constructor Alto Cayma | ima (PE) | 50.00 Abengoa Perú, S.A. /Befesa Agua, S.A.U | $4^{\circ}2.a$ | (2) | |||
| contenedores Ortuella | /izcaya (SP | 60.00 | nstalaciones Inabensa, S.A | 4°2.a | (4) | ||
| Edar Montemayor | Córdoba (SP) | 0.00 | 60.00 Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$ | (2) | ||
| Edar Motril | Granada (SP) | 50.00 Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | |||
| dificio ITA | 'aragoza (SPseville (SP) | 3.00 | 30.00 | nstalaciones Inabensa, S.A50.00 Instalaciones Inabensa, S.A. | 4°2.a$4^{\circ}2.a$ | (4)(4) | |
| dificio PICAidra | seville (SP) | 1.0 | 42.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| Electrificación Burgos | Aadrid (SP | 33.00 | nstalaciones Inabensa, S.A | $4^{\circ}2.a$ | (4) | ||
| Electrificación L-3 | Vladrid (SP) | 6.00 | 50.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| Ŀlectronic Trafic-TTT-Sice | Madrid (SP) | 33.00 Telvent Tráfico y Transporte S.A. | 4°2.a | (3) | |||
| Emergencia NAT | larcelona (SP) | 3.00 | 33.00 | nstalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| EMISA - ST | Madrid (SP) | 50.00 Telvent Tráfico y Transporte, S.A. | $4^{\circ}2.a$ | (3) | |||
| Emvisesa Palacio Exposiciones | seville (SP) | 1.50 | 25.00 | Instalaciones Inabensa. S.A. | 4°2.a | (4) | |
| Energía Línea 9 | larcelona (SP) | 20.00 | nstalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Energía Noroeste | Seville (SP) | 3.00 | 50.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| Energía Palmas Altas | seville (SP)Madrid (SP) | 1.20 | 50.0020.00 | Instalaciones Inabensa, S.A. | $4^{\circ}2.a$$4^{\circ}2.a$ | (4)(4) | |
| Equipamiento Solar CaballeríaErabil | vizcaya (SP) | 20.00 | nstalaciones Inabensa, S.A.Instalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Esclusa 42 | Valladolid (SP) | 1.8 | 30.00 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| istremera | Albacete(SP) | 50.00 | Befesa Agua, S.A.U. | $(*)$ | 4°2.a | (2) | |
| European Tank Clening Company | Bordeaux (FR) | 18.51 | 50.00 Befesa Gestión de Residuos Industriales, S.L | $4^{\circ}2.a$ | (2) |
Appendix VIII
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name of Entity | Registered Address | Amount inThousands of $\epsilon$ | % of NominalCapital | Partner Company in Entity | $(*)$ | Art. of R.D.1815/91 | Activity (SeePage 3) |
| Explotaciones Varias, S.A. | seville (SP) | 1,907 | 50.00 | Abengoa.S.A. | 4°2.a | (6) | |
| acultades | Madrid (SP) | 1.00 | 15.00 | nstalaciones Inabensa, S.A | 4°2.a | (4) | |
| Fenollar | Valencia (SP) | 50.00 | Befesa Agua, S.A.U. | e | 4°2.a | (2) | |
| Ferial Badaioz | Madrid (SP) | 0.25 | 25.00 | stalaciones Inabensa, S.A. | 4°2.a | (4) | |
| ontsanta | Barcelona (SP) | 7.00 | 40.00 | Befesa Agua, S.A.U. | 4°2.a4°2.a | (2)(4) | |
| Fotovoltaica ExpoFuente Alamo | Huelva (SP)Murcia (SP) | 70.0033.00 | nstalaciones Inabensa, S.A.Construcciones y Depuraciones, S.A. | 4°2.a | (2) | ||
| Gallur Castejon | Madrid (SP) | 2.00 | 33.00 | nstalaciones Inabensa, S.A | 4°2.a | (4) | |
| Geida Tlemcen, S.L | Madrid (SP) | 12,478 | 50.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Girhmex, S.A. De C.V. | México D.F. (MX) | 50.00 | Sestión Integral de Recursos Humanos, S.A./Abengoa México, S.A | 4°2.a | (3) | ||
| Guadalaiara | Guadalajara (SP) | 55.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Guiamets | Tarragona (SP) | 7.20 | 60.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| H. Campus de la Salud | Seville (SP) | 20.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Hidrosur | Almería (SP) | 2.00 | 33.00 | Befesa Aqua, S.A.U. | 4°2.a | (2) | |
| HonnaineHospital Aranjuez | Algeria (AR)Madrid (SP) | 6.0 | 50.0020.00 | Befesa Agua, S.A.U.stalaciones Inabensa, S.A | $4^{\circ}2.a$4°2.a | (2)(4) | |
| Hospital Costa del Sol | Malaga (SP) | 50.00 | nstalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Huadian Abengoa Solar Development Beijing Co. Ltd | Beijing (China) | 105.13 | 50.00 Abengoa Solar Asía | $($ * | 4°2.a | (6) | |
| Huesna | Seville (SP) | 33.00 | Befesa Agua, S.A.U | 4°2.a | (2) | ||
| Idam Almeria | Almería (SP) | 1.50 | 50.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Idam Carboneras | Almería (SP) | 43.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Inabervion | /izcaya (SP) | 5.00 | 50.00 | stalaciones Inabensa, S.A | (× | $4^{\circ}2.a$ | (4) |
| Inacom | Madrid (SP) | 25.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Inapreu, S.A. | Barcelona (SP) | 2,318.44 | 50.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | |
| helcynelin | Madrid (SP) | 6.01 | 33.0048.00 | istalaciones Inabensa, S.A. | 4°2.a4°2.a | (4)(4) | |
| Instalaciones Hospital VQ | Madrid (SP)Seville (SP) | 60.00 | nstalaciones Inabensa, S.A.nstalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| nstalaciones Inabensa- Intel | Madrid (SP) | 5.00 | 50.00 | stalaciones Inabensa, S.A. | $(*)$ | 4°2.a | (4) |
| Instalaciones Plataformas Sur | Barcelona (SP) | 50.00 | nstalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Intercambiador Mairena | Seville (SP) | 1.50 | 30.00 | nstalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | |
| algest Abengoa Solar, S.r.l. | Roma (IT) | 50.00 | Abengoa Solar, S.A | 4°2.a | (6) | ||
| Itoiz | Navarra (SP) | 3.50 | 35.00 | Befesa Aqua, S.A.U. | 4°2.a | (2) | |
| Jerez Ferroviaria | Seville (SP) | 1.00 | nstalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Keyland Sistemas de Gestión S.L | Burgos (SP) | 100.0 | 50.00 | Matchmind Holding, S.L | 4°2.a | (3) | |
| Kurkudi | Guipuzcoa (SP)Cataluña (SP) | $-0.24$ | 50.0040.00 | Befesa Agua, S.A.U.Construcciones y Depuraciones, S.A. | $(*)$ | 4°2.a$4^{\circ}2.a$ | (2)(2) |
| . EsplugasLav Buixaller | Barcelona (SP) | 50.00 | istalaciones Inabensa, S.A | 4°2.a | (4) | ||
| Libia-Líneas | Seville (SP) | 0.00 | 50.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | |
| ubet Cadiz | Cádiz (SP) | 75.00 | Construcciones y Depuraciones, S.A. | 4°2.a | (2) | ||
| Mantenimiento Abensail | Seville (SP) | 3.0 | 50.00 | Befesa Agua, S.A.U | 4°2.a | (2) | |
| Mantenimiento L-9 | Barcelona (SP) | 20.00 | nstalaciones Inabensa, S.A. | $\left( \begin{smallmatrix} \mathcal{R} \ \mathcal{R} \end{smallmatrix} \right)$ | 4°2.a | (4) | |
| Mantenimiento Presas | Málaga (SP) | 2.10 | 35.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Marismas | eville (SP) | 10.00 | Construcciones y Depuraciones, S.A. | 4°2.3 | (2) | ||
| Mataporquera | Madrid (SP) | 3.00 | 50.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | |
| Meirama | a Coruña (SP | 54 | 60.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Meisa-Inabensa | Huelva (SP) | 5.00 | 50.00 | stalaciones Inabensa, S.A | $(*)$ | 4°2.a$4^{\circ}2.a$ | (4)(4) |
| Metro Ligero de GranadaMicronet Porous Fibers ; s.L | Madrid (SP)Vizcava (SP) | 1,250.0 | 40.0050.00 | nstalaciones Inabensa, S.A.Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Minicentrales | Aadrid (SP) | 50.00 | Construcciones y Depuraciones, S.A. | 4°2.a | (2) | ||
| Minicentrales P y Valm | Madrid (SP) | 3.00 | 50.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Motril | Sranada (SP) | 50.00 | sefesa Agua, S.A.U | 4°2.a | (2) | ||
| Mundaka | Bilbao (SP) | 3.0 | 50.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Nat Barcelona | Madrid (SP) | 33.00 | Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Negratín Almanzora | Almeria (SP) | 3.01 | 50.00 | Befesa Aqua, S.A.U. | 4°2.a | (2) | |
| Ojen Mijas | Málaga (SP) | 1.80 | 70.00 | Construcciones y Depuraciones, S.A. | 4°2.a | (2) | |
| Paneles | /alladolid (SP) | 30.0035.0 | Befesa Agua, S.A.U.stalaciones Inabensa, S.A. | e)$^{(4)}$ | 4°2.a4°2.a | (2)(4) | |
| PatrimonioPerú | seville (SP)Seville (SP) | 4.20 | 70.00 | istalaciones Inabensa, S.A | $4^{\circ}2.a$ | (4) | |
| Preufet Juzgados | Barcelona (SP) | 50.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Primanen III | Siión (SP) | 36.0 | 33.00 | stalaciones Inahensa S A | 492a | (4) | |
| Proecsa, Procesos Ecológicos, S.A. | seville (SP) | 657 | 50.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Puerto Elantxobe | Guipuzcoa (SP) | 3.00 | 50.00 Befesa Agua, S.A.U. | $\left( \begin{smallmatrix} \mathcal{R} \ \mathcal{R} \end{smallmatrix} \right)$ | 4°2.a | (2) | |
| Puerto Huelva | Huelva (SP) | 50.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Puerto Huelva | Huelva (SP) | $-3.00$ | 50.00 | Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$ | (2) | |
| Quingdao | China (SP) | 70.00 | Befesa Agua, S.A.U. | $(*$ | 4°2.a | (2) | |
| Quingdao | China (SP) | $-1.20$ | 20.00 | Construcciones y Depuraciones, S.A. | $(*)$ | 4°2.a | $\left( 2\right)$ |
| RanillaRap Fenol | Seville (SP)Madrid (SP) | 1.00 | 20.0033.00 | Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$$4^{\circ}2.a$ | (2)(4) | |
| Recytech SA | ouquierés (FR) | 50.00 | nstalaciones Inabensa, S.A.efesa Steel Services GmbH | 4°2.a | (2) | ||
| Resurce, Resid. Urbanos de Ceuta, S.L. | Ceuta (SP) | 2,029.92 | 50.00 | Abengoa, S.A. | 4°2.a | (6) | |
| Retortillo | Seville (SP) | 70.00 Befesa Agua, S.A.U. | 4°2.a | (2) |
Annual Report 2010ABENGOA
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name of Entity | Registered Address | Amount inThousands of $\epsilon$ | % of NominalCapital | Partner Company in Entity | $(*)$ | Art. of R.D.1815/91 | Activity (SeePage 3) |
| Retortillo | eville (SP) | $-1.8$ | 30.0 | onstrucciones y Depuraciones, S.A. | 4°2.a | (2) | |
| Reus | 'arragona (SP) | 65.00 | Befesa Agua, S.A.U. | $(*)$ | 4°2.a | (2) | |
| Rincón de la Victoria | Málaga (SP) | 3.0 | 50.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Rio Cunene | AA) slopn. | $\overline{z}$ | 50.00 | Befesa Agua, S.A.U | 4°2.a | (2) | |
| Rioglass Solar Holding, S.A. | Isturias (SP) | 500.0 | 50.00 | Abengoa Solar, S.A. | 4°2.a | (5) | |
| S/E Blanes | Madrid (SP) | 2.0 | 33.0050.0 | nstalaciones Inabensa, S.A. | 4°2.a4°2.a | (4)(4) | |
| S/E LibiaS/E Modulares | fadrid (SP)Barcelona (SP) | 2.5 | 50.00 | stalaciones Inabensa, S.Anstalaciones Inabensa, S.A | 4°2.a | (4) | |
| S/E Orio | ian Sebastián (SP) | 20.00 | nstalaciones Inabensa, S.A. | $($ * | 4°2.a | (4) | |
| Sahechores | eón (SP) | 3.7 | 62.00 | Befesa Agua, S.A.U | 4°2.a | (2) | |
| Saih Duero | 'alladolid (SP) | 30.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Sala Reguladora TF Norte | Cruz de Tenerife (SP) | 1.5 | 25.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | |
| Sallent | arcelona (SP) | 50.00 | Befesa Agua, S.A.U | 4°2.a | (2) | ||
| San Juan del Sur | Nicaragua (NIC) | 2.2 | 73.00 | Befesa Agua, S.A.U. | $($ *) | 4°2.a | (2) |
| Sancho Nuño | Wila (SP) | 50.00 | Befesa Agua, S.A.U. | $($ * | 4°2.a | (2) | |
| Sant Adriá S/E | Aadrid (SP) | 1.5 | 50.00 | istalaciones Inabensa, S.A. | 4°2.a | (4) | |
| Sant Blas de Fonz | l'arragona (SP) | 90.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Sant Celoni | Gerona (SP) | 6.0 | 50.00 | Befesa Agua, S.A.U. | $4^{\circ}2.a$ | (2) | |
| Santa AmaliaSector Vilablareix | xtremadura (SPBarcelona (SP) | 3.3 | 80.033.00 | onstrucciones y Depuraciones, S.A | 4°2.a4°2.a | (2)(4) | |
| Segria Sud | érida (SP) | 60.00 | nstalaciones Inabensa, S.A.Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Selectiva | Almería (SP) | 3.0 | 50.00 | Befesa Agua, S.A.U | 4°2.a | (2) | |
| Semi-Inabensa | Aadrid (SP) | 50.00 | nstalaciones Inabensa, S.A. | $4^{\circ}2.a$ | (4) | ||
| Sigmacat | Aadrid (SP) | 1.9 | 33.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | |
| Sigmalac | Madrid (SP) | 33.00 | stalaciones Inabensa, S.A | 4°2.3 | (4) | ||
| Sigüenza | Suadalajara (SP) | 3.3 | 55.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Silfrasub.Ave Figueras | Madrid (SP) | 40.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Sisecat | fadrid (SP | 1.2 | 21.00 | stalaciones Inabensa, | 4°2.3 | (4) | |
| Skikda | Algeria (AR) | 25.00 | Construcciones y Depuraciones, S.A | 4°2.a | (2) | ||
| Skikda EPC | Vlgeria (AR) | 1.2 | 42.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Skikda O&M | Algeria (AR) | 42.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Skikda O&M | Algeria (AR) | $-0.7$ | 25.00 | Construcciones y Depuraciones, S.A. | $4^{\circ}2.a$ | (2) | |
| Soterramnet 132 Kv | Barcelona (SParcelona (SP) | 3.0 | 33.0050.00 | nstalaciones Inabensa. S.A. | 4°2.a4°2.a | (4)(3) | |
| ST-AcisaSuburbano Mexico | eville (SP) | 50.00 | Felvent Tráfico y Transporte, S.AInstalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Tablada | eville (SP) | 6.0 | 50.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| TAS - Balzola - Cobra | arcelona (SP) | 50.00 | 'elvent Tráfico y Transporte, S.A | 4°2.a | (3) | ||
| Teatinos | Vlálaga (SP) | 3.0 | 50.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Telvent Interactiva y Novasolft II, Ute Proyecto Abrego | Malaga (SP) | $\overline{1}$ | 50.00 | elvent Interactiva, S.A. | 4°2.a | (3) | |
| Telvent UTE | uenos Aires (ARG) | 0.0 | 100.00 | 'elvent Sociedad Argentina, S.A. | 4°2.a | (3) | |
| Telvent-Inabensa | Barcelona (SP) | 50.00 | Instalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| Tenés | Ngeria (AR) | 4.8 | 80.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Tenes EPC | Algeria (AR) | 20.00 | Construcciones y Depuraciones, S.A. | 4°2.a | (2) | ||
| Teulada-Moraira | Alicante (SP) | 2.5 | 43.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | |
| Torre | ilbao (SP) | 20.00 | nstalaciones Inabensa, S.A | 4°2.a | (4) | ||
| Total Abengoa Solar Emirates Investment Company BV | Amsterdam (HL) | 50.0 | 50.00 | Abengoa Solar Ventures SA | 4°2.a | (5) | |
| Tranvia de JaénTTT - ACISA | seville (SP)arcelona (SP) | 0.0 | 15.0050.00 | Instalaciones Inabensa, S.A.elvent Tráfico y Transporte, S.A | $(*)$ | $4^{\circ}2.a$4°2.a | (4)(3) |
| TTT - Iceacsa | arcelona (SP) | 50.00 | Felvent Tráfico y Transporte, S.A | 4°2.a | (3) | ||
| TTT - Sice | Barcelona (SP) | 0.0 | 50.00 | Telvent Tráfico y Transporte, S.A | (* | 4°2.a | (3) |
| TTT-Acisa | arcelona (SP) | 50.00 | Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | ||
| TTT-Atos Origin-Indra Sistem | Aadrid (SP) | 1.9 | 33.00 | Felvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |
| TTT-Cobra-Ansaldo | Madrid (SP) | 40.00 | Telvent Tráfico y Transporte, S.A | 4°2.a | (3) | ||
| TTT-Cobra-Conservación | 'izcaya (SP) | $_{0.0}$ | 30.00 | elvent Tráfico y Transporte, S.A | $4^{\circ}2.a$ | (3) | |
| Túnel Rovira | Barcelona (SP) | 33.00 | nstalaciones Inabensa, S.A. | 4°2.a | (4) | ||
| UTE Abener Hasi R'Mel Construction | seville (SP) | 0.0 | 0.00 | Abengoa Solar New Technologies, S.A. | a-b | (5) | |
| UTE Abener Inabensa | eville (SP) | 70.00 | Abener Energía, S.A | 4°2.a | (4) | ||
| UTF Abener Inabensa Germany | eville (SP) | 0.00 | 70.00 | Abener Energía, S.A. | 4°2.a | (4) | |
| UTE Abener Inabensa NP TabascoUTE Abener Inabensa Paises Bajos | seville (SP)eville (SP) | 0.0 | 70.00 Abener Energía, S.A.70.00 Abener Energía, S.A. | $(\star)$ | 4°2.a$4^{\circ}2.a$ | (4)(4) | |
| UTE Abener Teyma Helio Energy I | seville (SP) | 50.00 Abener Energía, S.A. | $(*)$ | $4^{\circ}2.a$ | (4) | ||
| UTE Abener Teyma Helio Energy II | seville (SP) | 0.00 | 50.00 Abener Energía, S.A. | $(*)$ | 4°2.a | (4) | |
| Ute Abensaih | seville (SP) | 65.00 Befesa Agua, S.A.U. | 4°2.a | (2) | |||
| Ute Atabal | Málaga (SP) | 3.19 | 53.00 Befesa Agua, S.A.U. | $(*)$ | $4^{\circ}2.a$ | (2) | |
| Ute Deca | Almería (SP) | 32.00 Befesa Aqua, S.A.U. | $4^{\circ}2.a$ | (2) | |||
| UTE Hassi R'Mel Construction | seville (SP) | 0.0 | 70.00 | Abener Energía, S.A. | 4°2.a | $\left( 4\right)$ | |
| UTE Hassi R'Mel O&M | seville (SP) | 70.00 | Abener Energía, S.A. | 4°2.a | (4) | ||
| UTE Inabensa-Eucomsa-Perú | seville (SP) | 1.80 | 30.00 | Europea de Construcciones Metálicas, S.A. | $(*)$ | $4^{\circ}2.a$ | (4)/(5) |
| Ute Marismas Construcción | eville (SP) | 90.00 | Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| UTE Operación Verano | Madrid (SP) | 1.50 | 50.00 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| Ute Poniente Almeriense | Imeria (SP) | 50.00 Befesa Gestión de Residuos Industriales, S.L. | $4^{\circ}2.a$ | (2) |
Appendix VIII
Joint Ventures included in the 2009 Consolidation Perimeter using the Proportional Integration Method (Continuation)
| Shareholding | |||||||
|---|---|---|---|---|---|---|---|
| Name of Entity | Registered Address | Amount inThousands of $\epsilon$ | % of NominalCapital | Partner Company in Entity | $(*)$ | 1815/91 | Art. of R.D. Activity (SeePage 3) |
| Ute Ribera | Valencia (SP) | 3.01 | 50.00 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Ute Riegos Marismas | Seville (SP) | 99.00 Befesa Agua, S.A.U. | 4°2.a | (2) | |||
| UTE Sevic | Barcelona (SP) | 0.00 | 50.00 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| Ute Telvent-Novasoft Aplicaciones TIC Junta de Andalucia | Seville (SP) | 70.00 Telvent Interactiva, S.A. | $(*)$ | 4°2.a | (3) | ||
| UTE TTT - Iceacsa (Explotacion Centro Control Noroeste) | A Coruña(SP) | 3.00 | 50.00 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| UTE TTT - Inabensa | Barcelona (SP) | 50.00 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |||
| UTE TTT - Meym 2000 ( Postes SOS Barcelona) | Barcelona (SP) | 0.00 | 50.00 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| UTE TTT - TI - Inabensa | Seville (SP) | 40.00 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | |||
| UTE Túneles Malmasín | Vizcaya (SP) | 5.01 | 25.00 Telvent Tráfico y Transporte, S.A. | 4°2.a | (3) | ||
| Ute Villanueva | Cordoba (SP) | 50.00 Befesa Agua, S.A.U. | 4°2.a | (2) | |||
| Ute Villarreal | Castellón (SP) | 3.00 | 50.00 Befesa Aqua, S.A.U. | 4°2.a | (2) | ||
| Ute Vinalopó | Alicante (SP) | 33.00 Befesa Agua, S.A.U. | 4°2.a | (2) | |||
| Utrera | Seville (SP) | 3.01 | 50.00 Befesa Agua, S.A.U. | 4°2.a | (2) | ||
| Valdeinfiemo | Murcia (SP) | 20.00 Befesa Agua, S.A.U. | 4°2a | (2) | |||
| Valdeinfiemo | Murcia (SP) | $-1.20$ | 40.00 Construcciones y Depuraciones, S.A. | 4°2.a | (2) | ||
| Valdelentisco | Murcia (SP) | 80.00 Befesa Agua, S.A.U. | 4°2.a | (2) | |||
| Vall Baixa | Lérida (SP) | 6.00 | 50.00 Befesa Aqua, S.A.U. | 4°2.a | (2) | ||
| Vendrell | Tarragona (SP) | 50.00 Befesa Aqua, S.A.U. | 4°2a | (2) | |||
| Winterra-Inabensa C.S. San Paio | S.de Compostela (SP) | 2.00 | 30.00 Instalaciones Inabensa, S.A. | $(*)$ | 4°2.a | (4) | |
| Winterra-Inabensa Guardia Civil | S.de Compostela (SP) | 30.00 Instalaciones Inabensa, S.A. | $(*)$ | 4°2.a | (4) | ||
| Winterra-Inabensa Monterroso | S.de Compostela (SP) | 0.00 | 30.00 Instalaciones Inabensa, S.A. | (9) | $4^{\circ}2.a$ | (4) | |
| Winterra-Inabensa Pet-tac Meixoeiro | de Compostela (SP) | 30.00 Instalaciones Inabensa, S.A. | $(*)$ | 4°2.a | (4) | ||
| Winterra-Inabensa Sarriá | i.de Compostela (SP) | 2.00 | 30.00 Instalaciones Inabensa, S.A. | $(*)$ | 4°2.a | (4) | |
| Xerta Senia | Lérida (SP) | 3.00 | 50.00 Befesa Aqua, S.A.U. | $4^{\circ}2.a$ | (2) |
(*) Companies/entities included in the consolidated group in the present year
$(1)$ $(2)$ $(3)$ $(4)$ $(5)$ $(6)$
Bioenergy Business Group. Environmental Services Business Group. Information Technology Business Group. Engineering and Industrial Construction Business Group. Solar
Acquisition and running of rural an urban property, together with other related activities.
Companies with Electricity Operations included in the 2009 Consolidation Perimeter
| Name | Registered Address | Activity (*) | Remarks |
|---|---|---|---|
| Abengoa Cogeneración Tabasco, S. de R.L. de C.V. | Mexico (MX) | 4 | Construction phase |
| Abengoa Solar Australia Pty LimitedAbengoa Solar India Private Limited | (Aelbourne (AU)Mahrashtra (IN) | 55 | Construction phaseConstruction phase |
| Abengoa Solar Sicilia S.R.L | koma (IT) | 5 | Construction phase |
| Abengoa Solar South Africa | Pretoria(SF) | 5 | Construction phase |
| Abenor, S.A. | iantiago (CL) | $\mathbf{Q}$ | Operational |
| Almadén Solar, S.A.Aprofursa, Aprovechamientos Energéticos Furesa, S.A. | eville (SP)Murcia (SP) | 61 | Construction phaseOperational |
| Araucana de Electricidad, S.A. | santiago (CL) | 9 | Operational |
| Arizona Solar One, LLC | colorado (US) | 5 | Construction phase |
| ATE Il Transmissora de Energia, S.A. | Rio de Janeiro (BR) | $,9$ | Construction phase |
| ATE IX Transmissora de Energía, S.A.ATE Transsmisora de Energía, S.A. | Rio de Janeiro (BR)Rio de Janeiro (BR) | 99 | Construction phaseConstruction phase |
| ATE VI Campos Novos Transmissora de Energía , S.A | Rio de Janeiro (BR) | 9 | Construction phase |
| ATE VII- Foz do Iguacú Transmissora de Energía, S.A. | Rio de Janeiro (BR) | 9 | Construction phase |
| ATE VIII Estação Transmissora de Energia S/A | Rio de Janeiro (BR) | $,9$ | Construction phase |
| ATE X Abengoa Brasil Administraçao Predial Ltda | Rio de Janeiro (BR)Rio de Janeiro (BR) | $,9$$5^{\circ}$ | Construction phase |
| ATE XI, Manaus Transmissora de EnergíaATE XII, Porto Velho Transmissora de Energía SA | Rio de Janeiro (BR) | 5 | Construction phaseConstruction phase |
| ATE XIII, Norte Brasil Transmissora de Energía S.A. | Rio de Janeiro (BR) | 5 | Construction phase |
| ATE XIV Estação Transmissora de Energia S.A. | Rio de Janeiro (BR) | $5\phantom{.}$ | Construction phase |
| ATE XV Transmissora de Energia S.A. | Rio de Janeiro (BR) | 5 | Construction phase |
| ATE XVIATE XVII | Rio de Janeiro (BR)Rio de Janeiro (BR) | 99 | Construction phaseConstruction phase |
| Befesa Plásticos, S.L. | Murcia (SP) | 8 | Operational |
| Biocarburantes de Castilla y León, S.A. | alamanca (SP) | 3 | Operational |
| Bioetanol Galicia, S.A. | a Coruña (SP) | 3 | Operational |
| Captación Solar, S.A | Seville (SP) | 55 | Construction phase |
| Captasol Fotovoltaica 1, S.L.Captasol Fotovoltaica 2, S.L | Seville (SP)eville (SP) | 5 1 | Construction phaseConstruction phase |
| Captasol Fotovoltaica 3, S.L. | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 4, S.L. | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 5, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 6, S.L.Captasol Fotovoltaica 7, S.L | Seville (SP)Seville (SP) | 55 | Construction phaseConstruction phase |
| Captasol Fotovoltaica 8, S.L. | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 9, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 10, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 11, S.LCaptasol Fotovoltaica 12, S.L | Seville (SP)Seville (SP) | 5$\overline{5}$ | Construction phaseConstruction phase |
| Captasol Fotovoltaica 13, S.L. | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 14, S.L | eville (SP) | 5 1 | Construction phase |
| Captasol Fotovoltaica 15, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 16, S.L.aptasol Fotovoltaica 17,S.L | Seville (SP)eville (SP) | 55 | Construction phaseconstruction phase |
| Captasol Fotovoltaica 18, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 19, S.L | eville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 20, S.L. | seville (SP) | 5 1 | Construction phase |
| Captasol Fotovoltaica 21, S.L | Seville (SP) | 55 | Construction phase |
| Captasol Fotovoltaica 22, S.LCaptasol Fotovoltaica 23, S.L | eville (SP)Seville (SP) | 5 | Construction phaseConstruction phase |
| Captasol Fotovoltaica 24, S.L | Seville (SP) | $\overline{5}$ | Construction phase |
| Captasol Fotovoltaica 25, S.L. | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 26, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 27, S.LCaptasol Fotovoltaica 28, S.L. | Seville (SP)Seville (SP) | 55 | Construction phaseConstruction phase |
| Captasol Fotovoltaica 29, S.L | eville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 30, S.L | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 31, S.L | eville (SP) | $5 -$ | Construction phase |
| Captasol Fotovoltaica 32, S | eville (SP | Construction phase | |
| Captasol Fotovoltaica 33, S.LCaptasol Fotovoltaica 34, S.L. | Seville (SP)Seville (SP) | 55 | Construction phaseConstruction phase |
| Captasol Fotovoltaica 35, S.L. | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 36, S.L. | Seville (SP) | $\overline{\mathbf{5}}$ | Construction phase |
| Captasol Fotovoltaica_37, S.L. | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 38, S.L.Captasol Fotovoltaica 39, S.L. | Seville (SP)Seville (SP) | 55 | Construction phaseConstruction phase |
| Captasol Fotovoltaica 40, S.L. | Seville (SP) | 5 | Construction phase |
| Captasol Fotovoltaica 41, S.L | Seville (SP) | 5 | construction phase |
| Captasol Fotovoltaica 42, S.L. | Seville (SP) | $5 -$ | Construction phase |
| Captasol Fotovoltaica 43, S.L. | seville (SP) | 5 1 | Construction phase |
Appendix IX
Companies with Electricity Operations included in the 2009 Consolidation Perimeter (Continuation)
| Name | Registered Address | Activity (*) | Remarks |
|---|---|---|---|
| aptasol Fotovoltaica 44, S.L. | Seville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 45, S.L | eville (SP) | 55 | Construction phase |
| aptasol Fotovoltaica 46, S.Laptasol Fotovoltaica 47, S.L | Seville (SP)eville (SP) | 5 | Construction phaseConstruction phase |
| aptasol Fotovoltaica 48, S.L. | seville (SP) | $\overline{5}$ | Construction phase |
| Captasol Fotovoltaica 49, S.L | Seville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 50, S.L. | eville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 51, S.L. | Seville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 52, S.L | Seville (SP) | $\overline{5}$5 | Construction phase |
| aptasol Fotovoltaica 53, S.L.aptasol Fotovoltaica 54, S.L | Seville (SP)eville (SP) | $\overline{5}$ | Construction phaseConstruction phase |
| aptasol Fotovoltaica 55, S.L. | eville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 56, S.L. | Seville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 57, S.L. | eville (SP) | $\overline{5}$ | Construction phase |
| Captasol Fotovoltaica 58, S.L. | Seville (SP) | $\overline{5}$ | Construction phase |
| aptasol Fotovoltaica 59, S.L. | eville (SP) | $\overline{5}$5 | Construction phase |
| aptasol Fotovoltaica 60, S.LCaptasol Fotovoltaica 61, S.L | eville (SP)Seville (SP) | 5 | Construction phaseConstruction phase |
| aptasol Fotovoltaica 62, S.L. | Seville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 63, S.L. | Seville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 64, S.L | Seville (SP) | $\overline{5}$ | Construction phase |
| aptasol Fotovoltaica 65, S.L. | Seville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 66, S.L | eville (SP) | $\overline{5}$ | Construction phase |
| Captasol Fotovoltaica 67, S.Laptasol Fotovoltaica 68, S.L. | Seville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 69, S.L | Seville (SP)eville (SP) | 55 | Construction phaseConstruction phase |
| Captasol Fotovoltaica 70, S.L. | Seville (SP) | $\sqrt{5}$ | Construction phase |
| aptasol Fotovoltaica 71, S.L | eville (SP) | $\overline{5}$ | Construction phase |
| aptasol Fotovoltaica 72, S.L | eville (SP) | $\mathsf S$ | Construction phase |
| Captasol Fotovoltaica 73, S.L. | Seville (SP) | 5 1 | Construction phase |
| aptasol Fotovoltaica 74, S.L | eville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 75, S.L. | Seville (SP) | 5$\overline{5}$ | Construction phase |
| aptasol Fotovoltaica 76, S.Laptasol Fotovoltaica 77, S.L. | Seville (SP)Seville (SP) | $\mathsf S$ | Construction phaseConstruction phase |
| aptasol Fotovoltaica 78 S.L | Seville (SP) | 5 | Construction phase |
| aptasol Fotovoltaica 79 S.L | Seville (SP) | 5 | Construction phase |
| Jogeneración Motril, S.A. | Seville (SP) | $\mathbf{1}$ | Operational |
| opero Solar Huerta Uno, S.A. | eville (SP) | 5 | Operational |
| opero Solar Huerta Dos, S.A. | Seville (SP) | 5$\overline{5}$ | Construction phase |
| opero Solar Huerta Tres, S.A.opero Solar Huerta Cuatro, S.A. | eville (SP)eville (SP) | 5 | OperationalOperational |
| Copero Solar Huerta Cinco, S.A. | Seville (SP) | 5 | Construction phase |
| Copero Solar Huerta Seis, S.A. | Seville (SP) | 5 | Construction phase |
| Copero Solar Huerta Siete, S.A. | Seville (SP) | 5 | Construction phase |
| opero Solar Huerta Ocho, S.A | eville (SP) | $\overline{5}$ | Construction phase |
| Opero Solar Huerta Nueve, S.A. | Seville (SP) | $\overline{5}$ | Construction phase |
| Copero Solar Huerta Diez, S.A.Copero solar, S.A. | eville (SP)Seville (SP) | 55 | Construction phase |
| Covisa, Cogeneración Villaricos, S.A. | Seville (SP) | $\mathbf{1}$ | Construction phaseOperational |
| yprus Heliotec Ltd | Vicosia (CH) | $\overline{5}$ | Construction phase |
| Ecocarburantes Españoles, S.A. | Murcia (SP) | $\overline{\mathbf{3}}$ | Operational |
| nernova Ayamonte S.A. | -luelva (SP) | $\sqrt{4}$ | Operational |
| xpansion Transmissao Itumbiara Marimbondo, Ltda. | Rio de Janeiro (BR) | $\overline{9}$ | Construction phase |
| Expansion-Transmissao de Energía Electrica Ltda | Rio de Janeiro (BR) | $\overline{9}$ | Construction phase |
| otovoltaica Solar Sevilla, S.A.(Sevilla PV)Harper Dry Lake Land Company LLC | eville (SP)California (US) | 5$\sqrt{6}$ | OperationalConstruction phase |
| Helio Energy Electricidad Uno, S.A | eville (SP) | $\sqrt{6}$ | construction phase |
| Helio Energy Electricidad Dos, S.A. | eville (SP) | $,$ 6 | Construction phase |
| Helio Energy Electricidad Tres, S.A. | eville (SP) | 5 | Construction phase |
| Helio Energy Electricidad Cinco, S.A. | eville (SP) | 6 | Construction phase |
| Helio Energy Electricidad Seis, S.A.Helio Energy Electricidad Siete, S.A. | seville (SP)Seville (SP) | $\overline{5}$ | Construction phase |
| Helio Energy Electricidad Ocho, S.A. | Seville (SP) | $,$ 6 $,$$6,$ | Construction phaseConstruction phase |
| Helio Energy Electricidad Nueve, S.A. | Seville (SP) | $,$ 6 $,$ | Construction phase |
| Helio Energy Electricidad Diez, S.A. | Seville (SP) | 6 | Construction phase |
| Helio Energy Electricidad Once, S.A. | Seville (SP) | $,$ 6 | Construction phase |
| Helio Energy Electricidad Doce, S.A. | Seville (SP) | 5 | Construction phase |
| Helio Energy Electricidad Trece, S.A. | Seville (SP) | $,$ 6 | Construction phase |
| Helio Energy Electricidad Catorce S.A.Helio Energy Electricidad Quince, S.A. | seville (SP)Seville (SP) | 56 | Construction phaseConstruction phase |
Annual Report 2010ABENGOA
Companies with Electricity Operations included in the 2009 ConsolidationPerimeter (Continuation)
| Name | Registered Address | Activity (*) | Remarks |
|---|---|---|---|
| Helio Energy Electricidad Dieciseis, S.A. | Seville (SP) | 6 | Construction phase |
| Helio Energy Electricidad Diecisiete, S.A. | Seville (SP) | 5 | Construction phase |
| Helioenergy Electricidad Dieciocho, S.A. | eville (SP) | $\sqrt{6}$ | Construction phase |
| Helioenergy Electricidad Diecinueve, S.A. | Seville (SP) | 6 | Construction phase |
| Helioenergy Electricidad Veinte, S.A | Seville (SP) | $,$ 6 $,$ | Construction phase |
| Helioenergy Electricidad Veintiuno, S.A.Helioenergy Electricidad Veintidos, S.A. | Seville (SP)Seville (SP) | $6,$$,$ 6 | Construction phaseConstruction phase |
| Helioenergy Electricidad Veintitres, S.A. | Seville (SP) | 6 | Construction phase |
| Helioenergy Electricidad Veinticuatro, S.A. | Seville (SP) | 6 | Construction phase |
| Helioenergy Electricidad Veinticinco, S.A. | eville (SP) | $,$ 6 | Construction phase |
| Helios I Hyperion Energy Investments, S.L. | Seville (SP) | $,$ 6 $,$ | Construction phase |
| Helios II Hyperion Energy Investments, S.L | Madrid (SP) | $,$ 6 $,$ | Construction phase |
| Huadian Abengoa Solar Development (Beijing) Co. Ltd | Beijing(CN) | 5 | Construction phase |
| Huepil de Electricidad. S.L | Santiago (CL | 9 | Operational |
| Inabensa Fotovoltaica, S.L | Seville (SP) | 5 | Construction phase |
| Iniciativas Hidroeléctricas, SA | Seville (SP) | 7 | Operational |
| Insolation Sic 4 S.R.L | alermo (IT) | 5 | Construction phase |
| Insolation Sic 5 S.R.LInsolation Sic 6 S.R.L | Palermo (IT) | 55 | Construction phase |
| Insolation Sic 7.R.L | alermo (IT)Palermo (IT) | 5 | Construction phaseConstruction phase |
| Insolation Sic 8 S.R.L | Palermo (IT) | 5 | Construction phase |
| Insolation Sic 9 S.R.L | alermo (IT) | 5 | Construction phase |
| Insolation Sic 10 S.R.L | Palermo (IT) | $\mathsf S$ | Construction phase |
| Insolation Sic 11 S.R.L | alermo (IT) | $\overline{5}$ | Construction phase |
| Insolation Sic 12 S.R.L | Palermo (IT) | 5 | Construction phase |
| Insolation Sic 13 S.R.L | Palermo (IT) | 5 | Construction phase |
| Insolation Sic 14 - 20 S.R. | 'alermo (IT) | 5 | construction phase |
| Instalaciones Fotovoltaicas Torrecuéllar, 1 S.L | Seville (SP) | 5 | Construction phase |
| Instalaciones Fotovoltaicas Torrecuéllar, 2 S.I | Seville (SP) | 5 | Construction phase |
| Instalaciones Fotovoltaicas Torrecuéllar, 3 S.L | Seville (SP) | 5 | Construction phase |
| Isolation Ita 1, S.R.I | Roma (IT) | 5 | Construction phase |
| Isolation Ita 2, S.R.LIsolation Ita 3, S.R.L. | Roma (IT) | 55 | Construction phase |
| Italgest Abengoa Solar, S.r.I | Roma (IT)Melissano (IT) | 5 | Construction phaseOperational |
| Las Cabezas Fotovoltaica, S.L. | Madrid (SP) | 5 | Construction phase |
| Las Cabezas Solar S.L | eville (SP) | 5 1 | Construction phase |
| Linares Fotovoltaica, S.L | Seville (SP) | 5 | Construction phase |
| Linha Verde Transmisora de Energia S.A | Brasilia (BR) | 9 | Construction phase |
| Marismas PV A1, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A2, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A3, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A4, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A5, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A6, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A7, S.LMarismas PV A8, S.L | Seville (SP)Seville (SP) | 5$\overline{5}$ | Construction phase |
| Marismas PV A9, S.L. | Seville (SP) | 5 | Construction phaseConstruction phase |
| Marismas PV A10, S.L | eville (SP) | 5 | Construction phase |
| Marismas PV A11, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A12, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A13, S.L | eville (SP) | 5 | Construction phase |
| Marismas PV A14, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A15, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A16, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A17, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV A18, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV B1, S.L | Seville (SP) | 55 | Construction phase |
| Marismas PV B2, S.LMarismas PV B3, S.L | Seville (SP)Seville (SP) | 5 | Construction phaseConstruction phase |
| Marismas PV R4 S L | (SP) ellive? | 5 | Construction phase |
| Marismas PV B5, S.L | seville (SP) | 5 | Construction phase |
| Marismas PV B6, S.L. | Seville (SP) | 5 | Construction phase |
| Marismas PV B7, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV B8, S.L. | Seville (SP) | $,$ 5 $,$ | Construction phase |
| Marismas PV B9, S.L. | Seville (SP) | 5 | Construction phase |
| Marismas PV B10, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV B11, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV B12, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV B13, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV B14, S.L | Seville (SP) | $\mathsf S$ | Construction phase |
| Marismas PV B15, S.L. | Seville (SP) | $,$ 5 $,$ | Construction phase |
Appendix IX
Companies with Electricity Operations included in the 2009 Consolidation Perimeter (Continuation)
| Name | Registered Address | Activity (*) | Remarks |
|---|---|---|---|
| Marismas PV B16, S.L | eville (SP) | 5 | Construction phase |
| Marismas PV B17, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV B18, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV C1, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV C2, S.LMarismas PV C3, S.L | eville (SP) | 55 | Construction phase |
| Marismas PV C4, S.L | Seville (SP)Seville (SP) | 5 | Construction phaseConstruction phase |
| Aarismas PV C4, S.I | eville (SP) | 5 | Construction phase |
| Marismas PV C5, S.L | Seville (SP) | $\overline{5}$ | Construction phase |
| Marismas PV C6, S.I | eville (SP) | 5 | Construction phase |
| Marismas PV C7, S.L. | seville (SP) | $\overline{5}$ | Construction phase |
| Marismas PV C8, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV C9, S.LMarismas PV C10, S.L | eville (SP)seville (SP) | 55 | Construction phaseConstruction phase |
| Marismas PV C11, S.L | Seville (SP) | $\overline{5}$ | Construction phase |
| Marismas PV C12, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV C13, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV C14, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV C15, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV C16, S.L | eville (SP) | 5 | Construction phase |
| Marismas PV C17, S.L | Seville (SP) | $\sqrt{5}$ | Construction phase |
| Marismas PV C18, S.LMarismas PV E1, S.L | ieville (SP)eville (SP) | 55 | Construction phaseConstruction phase |
| Marismas PV E2, S.L | Seville (SP) | 5 | Construction phase |
| Marismas PV E3, S.L | Seville (SP) | $\overline{5}$ | Construction phase |
| Mojave Solar LLC | Berkeley (US) | $,$ 6 | Construction phase |
| NTE, Nordeste Transmissora de Energía, S.A. | Rio de Janeiro (BR) | $,9$ | Operational |
| OMEGA Operação e Manutenção de Linhas de Transmissão S.A. | Rio de Janeiro (BR) | 9 | Construction phase |
| Palmucho, S.A | antiago (CL) | $\overline{9}$ | Construction phase |
| Precosa, Puerto Real Cogeneración, S.A. | Cádiz (SP) | $\overline{\mathbf{3}}$ | Operational |
| Procesos Ecológicos Vilches, S.A.io Branco Transmisora de Energia S.A | Seville (SP)Brasilia (BR) | 3$,9$ | OperationalConstruction phase |
| Sanlucar Solar, S.A.(PS-10) | Seville (SP) | $,$ 6 | Construction phase |
| olaben Electricidad Uno, S.A. | Seville (SP) | 5 | Construction phase |
| olaben Electricidad Dos, S.A. | Seville (SP) | $,$ 6 | Construction phase |
| olaben Electricidad Tres, S.A. | Seville (SP) | $,$ 6 $,$ | Construction phase |
| olaben Electricidad Cuatro, S.A | eville (SP) | 5 | Construction phase |
| olaben Electricidad Cinco, S.A. | Seville (SP) | 5 | Construction phase |
| olaben Electricidad Seis, S.A. | eville (SP) | 5$\overline{5}$ | Construction phase |
| olaben Electricidad Siete, S.A.olaben Electricidad Ocho, S.A. | Seville (SP)eville (SP) | 6 | Construction phaseConstruction phase |
| olaben Electricidad Nueve, S.A | seville (SP) | $,$ 6 | Construction phase |
| olaben Electricidad Diez, S.A. | Seville (SP) | $\sqrt{6}$ | Construction phase |
| olaben Electricidad Once, S.A. | eville (SP) | $,$ 6 | Construction phase |
| iolaben Electricidad Doce, S.A. | Seville (SP) | $,$ 6 | Construction phase |
| olaben Electricidad Trece, S.A | Seville (SP) | $,$ 6 | Construction phase |
| olaben Electricidad Catorce, S.A. | eville (SP) | 5 | Construction phase |
| olaben Electricidad Quince, S.A.olaben Electricidad Dieciseis, S.A. | Seville (SP)Seville (SP) | 6$\sqrt{6}$ | Construction phaseConstruction phase |
| olaben Electricidad Diecisiete, S.A. | Seville (SP) | 5 | Construction phase |
| olaben Electricidad Dieciocho, S.A | eville (SP) | $,$ 6 | Construction phase |
| olaben Electricidad Diecinueve, S.A. | Seville (SP) | $,$ 6 $,$ | Construction phase |
| olaben Electricidad Veinte, S.A. | eville (SP) | 5 | Construction phase |
| olacor Electricidad Uno, S.A. | Seville (SP) | $,$ 6 | Construction phase |
| olacor Electricidad Dos, S.A. | Seville (SP) | 5 | Construction phase |
| olacor Electricidad Tres, S.A. | eville (SP) | $,$ 65 | Construction phase |
| olar Nerva SLUolar Power Plant One | Huelva (SP)Argel (DZ) | $,$ 6 | Construction phaseConstruction phase |
| olar Processes, S.A.(PS-20) | Seville (SP) | $\overline{5}$ | Construction phase |
| A 2 An I habitrici na sanana | Seville (SP) | 6. | Construction phase |
| olargate Electricidad Dos., S.A. | eville (SP) | $\sqrt{6}$ | Construction phase |
| Solargate Electricidad Tres, S.A. | Seville (SP) | $,$ 6 | Construction phase |
| Solargate Electricidad Cuatro, S.A. | Seville (SP) | $,$ 6 | Construction phase |
| olargate Electricidad Cinco, S.A. | seville (SP) | $,$ 6 $,$ | Construction phase |
| Solargate Electricidad Seis, S.A.olargate Electricidad Siete, S.A. | Seville (SP)Seville (SP) | $6\phantom{.}6$6 | Construction phaseConstruction phase |
| Solargate Electricidad Ocho, S.A. | Seville (SP) | 6 | Construction phase |
| olargate Electricidad Nueve, S.A. | Seville (SP) | $,$ 6 | Construction phase |
| olargate Electricidad Diez, S.A. | Seville (SP) | $,$ 6 $,$ | Construction phase |
| olargate Electricidad Once, S.A. | eville (SP) | $,$ 6 $,$ | Construction phase |
| olargate Electricidad Doce, S.A. | eville (SP) | $,$ 6 $,$ | Construction phase |
Companies with Electricity Operations included in the 2009 Consolidation Perimeter (Continuation)
| Name | Registered Address | Activity (*) | Remarks |
|---|---|---|---|
| Solnova Electricidad Uno, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Dos, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Tres, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Cuatro, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Cinco, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Seis, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Siete, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Ocho, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Nueve, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Diez, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Once, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad Doce, S.A. | Seville (SP) | 6 | Construction phase |
| Solnova Electricidad, S.A.AZ-50 | Seville (SP) | 6 | Construction phase |
| Solúcar Andalucía FV1, S.A. | Seville (SP) | Construction phase | |
| Solúcar Andalucía FV2, S.A. | Seville (SP) | Construction phase | |
| Solúcar Castilla FV1, S.A. | Seville (SP) | Construction phase | |
| Solúcar Castilla FV2, S.A | Seville (SP) | 5 | Construction phase |
| Solúcar Extremadura FV1, S.A. | Seville (SP) | 5 | Construction phase |
| Solúcar Extremadura FV2, S.A. | Seville (SP) | Construction phase | |
| STE-Sul Transmissora de Energía, Ltda. | Rio de Janeiro (BR) | 9 | Construction phase |
(*)Electricity operations as described in Note 2.28 t) in accordance with the provisions of Law 54/1997.
(1)Production under Special Regime: Cogeneration. Primary energy type: Fuel.(2)Production under Special Regime: Wind. Primary energy type: Wind.(3)Includes production under Special Regime: Cogeneration. Primary energy ty
(9)Transport. (9)Transport. (10)Electricity production: Based on hydrogen. Primary type of energy: Hydrogen.
Appendix IX
Companies with Electricity Operations included in the 2009 Consolidation Perimeter (Continuation)
| Abengoa Tax Group Number 02/97 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Abengoa S.A. | Seville (SP) | Parent Company |
| Abeinsa Ingeniería y Construcción Industrial, S.L | Seville (SP) | Abengoa, S.A/Siema AG, ZUG |
| Abencor Suministros, S.A. | Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A./ Neg. Industr. Y Com. S.A.Abener Energía, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A |
| Abener Argelia, S.IAbener Energía, S.A. | Seville (SP)Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Abener Inversiones, S.L | Seville (SP) | Abener Energía, S.A./ Negocios Industriales Comerciales, S.A. |
| Abengoa Bioenergía Biodiesel S.A | eville (SP) | Abengoa Bioenergía, S.A./Ecoagrícola, S.A |
| Abengoa Bioenergía Inversiones, S.A. | Seville (SP) | Abengoa Bioenergía, S.A./Ecoagrícola, S.A. |
| Abengoa Bioenergía Nuevas Tecnologías, S.A | Seville (SP) | Abengoa Bioenergía, S.L./ Instalaciones Inabensa, S.A. |
| Abengoa Bioenergía San Rogue, S.A | Seville (SP) | Ecoagrícola, S.A./Abengoa Bioenergía, S.A |
| Abengoa Bioenergía, S.A. | Seville (SP)Seville (SP) | Abengoa, S.A./Siema AG, ZUG |
| Abengoa Solar España, S.A.Abengoa Solar Extremadura, S.A | Seville (SP) | Abengoa Solar, S.A. /Abencor Suministros, S.A.Abengoa Solar España, S.A./Abengoa Solar New Twchnologies, S.A. |
| Abengoa Solar Internacional, S.A. | Seville (SP) | Abengoa Solar, S.A. |
| Abengoa Solar New Technologies, S.A. | Seville (SP) | Insatalaciones Inabensa, S.A./Abengoa Solar, S.A. |
| Abengoa Solar PV, S.A. | Seville (SP) | Abengoa Solar, S.A. |
| Abengoa Solar Venture, S.A. | Seville (SP) | Abengoa Solar, S.A. |
| Abengoa Solar, S.A. | Seville (SP) | Abengoa, S.A./Abengoa Solar España, S.A. |
| Abentel Telecomunicaciones, S.A. | seville (SP) | Abener Energía, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Aleduca, S.L. | Madrid (SP) | Abengoa Solar PV, S.A.Abener Inversiones, S.L |
| Aprovechamientos Energéticos Furesa, S.AAsa Iberoamérica, S.L | Murcia (SP)Seville (SP) | Siema AG/Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Aznalcóllar Solar, S.A. | Seville (SP) | Abengoa Solar España, S.A. Anstalciones Inabensa, S.A. |
| Bioeléctrica Jiennense, S.A. | Seville (SP) | Abener Inversiones, S.L |
| Bioetanol Galicia, S.A. | A Coruña (SP) | Abengoa Bioenergía S.A |
| Captación Solar, S.A. | Seville (SP) | Abener Inversiones, S.L./Abener Energía, S.A |
| Captasol Fotovoltaica 1, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 2, S.L | Seville (SP) | Abengoa Solar PV/Casaguemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 3, S.LCaptasol Fotovoltaica 4, S.L | Seville (SP)Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.LAbengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 5, S.L | Seville (SP) | Abengoa Solar PV/Casaguemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 6, S.L. | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 7, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 8, S.L | Seville (SP) | Abengoa Solar PV/Casaguemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 9, S.L | Seville (SP) | Abengoa Solar PV/Casaguemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 10, S.LCaptasol Fotovoltaica 11, S.L. | Seville (SP)Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 12, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.LAbengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| aptasol Fotovoltaica 13, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 14, S.L. | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L. |
| Captasol Fotovoltaica 15, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| aptasol Fotovoltaica 16, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 17, S.L. | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 18, S.L | Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.L |
| Captasol Fotovoltaica 19, S.LCaptasol Fotovoltaica 20, S.L | Seville (SP)Seville (SP) | Abengoa Solar PV/Casaquemada Fotovoltaica, S.LAbengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 21, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L. |
| Captasol Fotovoltaica 22, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 23, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 24, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 25, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 26, S.LCaptasol Fotovoltaica 27, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 28, S.I | Seville (SP)Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.LAbengoa Solar PV /Linares Fotovoltaica, S. |
| Captasol Fotovoltaica 29, S.L. | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L. |
| Captasol Fotovoltaica 30, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| aptasol Fotovoltaica 31, S.L | Seville (SP) | Abengoa Solar PV / Linares Fotovoltaica, S.I |
| Captasol Fotovoltaica 32, S.L. | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 33, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 34, S.L | eville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.I |
| Captasol Fotovoltaica 35, S.ICaptasol Fotovoltaica 36, S.L. | seville (SP)Seville (SP) | Abengoa Solar PV / Linares Fotovoltaica, S.IAbengoa Solar PV /Linares Fotovoltaica, S.L. |
| Captasol Fotovoltaica 37, S.L | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L |
| Captasol Fotovoltaica 38, S.L. | Seville (SP) | Abengoa Solar PV /Linares Fotovoltaica, S.L. |
| Captasol Fotovoltaica 39, S.L. | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 40, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 41, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 42, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 43, S.LCaptasol Fotovoltaica 44, S.L. | Seville (SP)Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A.Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 45, S.L | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
Annual Report 2010ABENGOA
Companies with Electricity Operations included in the 2009 Consolidation Perimeter (Continuation)
| Abengoa Tax Group Number 02/97 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Captasol Fotovoltaica 46, S.L. | eville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 47, S.L. | eville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 48, S.L.Captasol Fotovoltaica 49, S.L. | eville (SP)eville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A.Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 50, S.L. | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 51, S.L. | Seville (SP) | Abengoa Solar PV, S.A./Abengoa Solar España, S.A. |
| Captasol Fotovoltaica 52, S.L. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 53, S.L.Captasol Fotovoltaica 54, S.L. | Seville (SP)Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A.Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 55, S.L. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 56, S.L | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 57, S.L. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 58, S.L. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 59, S.L. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 60, S.LCaptasol Fotovoltaica 61, S.L | Seville (SP)eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A.Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 62, S.L. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 63, S.L. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 64, S.L. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 65, S.L. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 66, S.L. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 67, S.L.Captasol Fotovoltaica 68, S.L | eville (SP)eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A.Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 69, S.L. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 70, S.L | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 71, S.L | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 72, S.L | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 73, S.Captasol Fotovoltaica 74, S.I. | eville (SP)eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.AAbengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 75, S.L | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A |
| `antasol Eotovoltaica 76 S I | ieville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A. |
| Captasol Fotovoltaica 77. S. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A |
| Captasol Fotovoltaica 78, S.L | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A |
| Captasol Fotovoltaica 79, S.I | eville (SP)eville (SP) | Abengoa Solar España, S.A./Abengoa Solar PV, S.A.Abengoa Solar PV, S.A |
| Casaquemada Fotovoltaica, S.Centro Industrial y Logístico Torrecuellar, S.A | eville (SP) | Instalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A |
| Centro Tecnológico Palmas Altas, S.A. | eville (SP) | Abengoa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A |
| ogeneración Villaricos, S.A | eville (SP) | Abener Inversiones, S. |
| cija Solar Inversiones, S.A | eville (SP) | Abengoa Solar España, S.A. Anstalaciones Inabensa, |
| Ecoagrícola, S.A. | Murcia (SP) | Abengoa Bioenergía, S.L./Ecocarburantes Españoles, S.A |
| Ecocarburantes Españoles, S.A.Enernova Ayamonte, S.A. | Murcia (SP)Huelva (SP) | Abengoa Bioenergía, S.A.Abener Inversiones, S.L |
| Europea de Construcciones Metálicas, S.A. | Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A./Abengoa Solar, S.A |
| Fotovoltaica Solar Sevilla, S.A. | eville (SP) | Abengoa Solar España, S.A. |
| Gestión Integral de Recursos Humanos, S.A. | Seville (SP) | Telvent Corporation, S.L./Telvent Energia, S.A |
| Helioenergy Electricidad Uno, S.A | eville (SP) | Abengoa Solar España, S.A./ Écija Solar Inversiones, S.A |
| Helioenergy Electricidad Dos, S.A.Helio Energy Electricidad Tres, S.A. | eville (SP)Seville (SP) | Abengoa Solar España, S.A./ Écija Solar Inversiones, S.A.Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Cuatro, S.A | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Cinco, S.A | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Seis, S.A. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Siete, S.A. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Ocho, S.A | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Helio Energy Electricidad Nueve, S.A.Helio Energy Electricidad Dlez, S.A. | eville (SP)eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Once, S.A | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Doce, S.A. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Trece, S.A | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Catorce S.A. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Quince, S.A. | eville (SP)eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Dieciseis, S.A.Helio Energy Electricidad Diecisiete, S.A. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Dieciocho, S.A. | eville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Diecinueve S.A. | ieville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Helio Energy Electricidad Veinte, S.A. | eville (SP) | Abengoa Solar España, S.A./ Écija Solar Inversiones, S.A. |
| Helioenergy Electricidad Veintiuno, S.A. | ieville (SP) | Abengoa Solar España, S.A. |
| Helioenergy Electricidad Veintidos, S.A | eville (SP)eville (SP) | Abengoa Solar España, S.A. |
| Helioenergy Electricidad Veintitres, S.A.Helioenergy Electricidad Veinticuatro, S.A | eville (SP) | Abengoa Solar España, S.A.Abengoa Solar España, S.A. |
| Helioenergy Electricidad Veinticinco, S.A | eville (SP) | Abengoa Solar España, S.A. |
| Hynergreen Technologies, S.A. | ieville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A./ Instalaciones Inabensa, S.A. |
Appendix X
Companies taxed under the Special Regime for Company Groups at12.31.09
| Abengoa Tax Group Number 02/97 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Inabensa Fotovoltaica | eville (SP) | Instalaciones Inabensa, S.A./ Centro Industrial y Logístico Torrecúellar, S.A. |
| Inabensa Seguridad | Seville (SP) | nstalaciones Inabensa, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A |
| Instalaciones Fotovoltaicas Torrecuéllar Uno | Seville (SP) | nabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A |
| Instalaciones Fotovoltaicas Torrecuéllar Dos | Seville (SP) | nabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A. |
| Instalaciones Fotovoltaicas Torrecuéllar Tres | Seville (SP)Seville (SP) | Inabensa Fotovoltaica, S.L./ Instalaciones Inabensa, S.A. |
| Instalaciones Inabensa, S.A.Las Cabezas Fotovoltaica, S.L. | Seville (SP) | Neg.Ind.Com.,S.A./Abener Energía, S.A./Abeinsa Ing.y Const.Ind., S.A.Abengoa Solar PV, S.A. |
| Las Cabezas Solar S.L. | Seville (SP) | Aleduca, S.L. |
| Linares Fotovoltaica, S.L | Seville (SP) | Abengoa Solar PV, S.A. |
| Marismas PV A1, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV A2, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV A3, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV A4, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV A5, S.L.Marismas PV A6, S.L. | Seville (SP)Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc.as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV A7, S.L. | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV A8, S.L. | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV A9, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV A10, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV A11, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV A12, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV A13, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Ind |
| Marismas PV A14, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Ind |
| Marismas PV A15, S.LMarismas PV A16, S.L | Seville (SP)Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Ind |
| Marismas PV A17, S. | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Incas Cabezas Fotovoltaica, S.L./Abengoa Solar PV Ind |
| Marismas PV A18, S. | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV In |
| Marismas PV B1, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Ind |
| Marismas PV B2, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B3, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B4, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B5, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B6, S.L | Seville (SP)Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B7, S.LMarismas PV B8, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV IndLas Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B9, S.L. | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B10, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B11, S.I | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Ind |
| Marismas PV B12, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B13, S.L. | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B14, S.L | eville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B15, S.LMarismas PV B16, S.L. | eville (SP)Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Incas Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV B17, S.L. | seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV B18, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV C1, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV C2, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV C3, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV C4, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV C5, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV C6, S.LMarismas PV C7, S.L | Seville (SP)Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV C8, S.L. | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Incas Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV C9, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV C10, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc. |
| Marismas PV C11, S.L. | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV C12, S.L. | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV C13, S.L. | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV C14, S.L. | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV C15, S.L.Marismas PV C16, S.L. | Seville (SP)Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV IncLas Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV C17, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV C18, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV E1, S.L | Seville (SP) | Las Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV E2, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Marismas PV E3, S.L | Seville (SP) | as Cabezas Fotovoltaica, S.L./Abengoa Solar PV Inc |
| Negocios Industriales y Comerciales, S.A. | Madrid (SP) | Abencor Suministros, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Puerto Real Cogeneración, S.A. | Cádiz (SP) | Abener Inversiones, S.L |
| Sanlucar Solar, S.A. | Seville (SP)Seville (SP) | Abengoa Solar España, S.A./Asa Environment & Energy Holding AG ZugNegocios Industriales y Comerciales, S.A./Instalaciones Inabensa, S.A. |
| Servicios Integrales Mantenimiento y Operaciones, S.A.Cimnes I T C A | Corillo (SP) | Abendos, C.A. / Sensicios Integrales de Mantenimiento y Operaciones, S. / |
| Abengoa Tax Group Number 02/97 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Sociedad Inversora en Energía y Medio Ambiente, S.A | Seville (SP) | Abengoa, S.A./Negocios Industriales y Comerciales, S.A. |
| Sociedad Inversora Líneas de Brasil, S.I | Seville (SP) | Asa Iberoamérica, S.I |
| Sol3G. S. | Seville (SP) | Abengoa Solar, S.A. |
| Solaben Electricidad Uno, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Dos, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| iolaben Electricidad Tres, S.ASolaben Electricidad Cuatro, S.A. | Seville (SP)Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. | |
| Solaben Electricidad Cinco, S.ASolaben Electricidad Seis, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A.Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| olaben Electricidad Siete, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Ocho, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Nueve, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Diez, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Golaben Electricidad Once, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Doce, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Trece, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Catorce, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| olaben Electricidad Quince, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Dieciseis, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solaben Electricidad Diecisiete, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Dieciocho, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| iolaben Electricidad Diecinueve, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solaben Electricidad Veinte, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solacor Electricidad Tres, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solar de Receptores de Andalucía, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| olar Processes, S.A | Seville (SP) | Abengoa Solar España, S.A./Instalaciones Inabensa, S.A |
| Solargate Electricidad Uno, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Dos, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Tres, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Cuatro, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solargate Electricidad Cinco, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Seis, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Siete, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Ocho, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solargate Electricidad Nueve, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Diez, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Once, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solargate Electricidad Doce, S.A.Solnova Electricidad Dos, S.A. | Seville (SP)Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.AInstalaciones Inabensa, S.A./Abengoa Solar España, S.A. |
| Seville (SP) | ||
| Solnova Electricidad Tres, S.A.Solnova Electricidad Cuatro, S.A. | Seville (SP) | Instalaciones Inabensa, S.A./ Solnova Solar Inversiones, S.ASolnova Solar Inversiones, S.A./Instalaciones Inabensa, S.A. |
| iolnova Electricidad Cinco, S.A | Seville (SP) | Instalaciones Inabensa, S.A./Abengoa Solar España, S.A. |
| Solnova Electricidad Seis, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solnova Electricidad Siete, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solnova Electricidad Ocho, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| iolnova Electricidad Nueve, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solnova Electricidad Diez, S.A. | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A |
| Solnova Electricidad Once, S.A | Seville (SP) | Abengoa Solar España, S.A./Abengoa Solar New Tecnologies, S.A. |
| Solnova Electricidad Doce, S.A. | Seville (SP) | Instalaciones Inabensa, S.A./Abengoa Solar España, S.A |
| olnova Electricidad, S.A | Seville (SP) | Instalaciones Inabensa, S.A./Abengoa Solar España, S.A |
| Solnova Solar Inversiones, S.A | Seville (SP) | Abengoa Solar España, S.A. |
| Solúcar Andalucía FV1, S.A. | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Andalucía FV2, S.A. | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Castilla FV1, S.A | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Castilla FV2, S.A. | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Extremadura FV1, S.A. | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solúcar Extremadura FV2, S.A. | Seville (SP) | Abengoa Solar PV Inc/Abengoa Solar New Tecnologies, S.A |
| Solugas Energía, S.A | Seville (SP) | Abengoa Solar New Technologies, S.A./Abengoa Solar, S.A |
| Telvent Corporation, S.L | Madrid (SP) | Abengoa, S.A./Sociedad Inversora en Energía y Medioambiente, S.A. |
| Telvent Investment, S.L. | Madrid (SP) | Telvent Corporation, S.L. |
| Teyma Gestión de Contratos de Construcción e Ingeniería, S.A. | Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A. |
| Zero Emissions Technologies, S.A. | Seville (SP) | Abeinsa Ingeniería y Construcción Industrial, S.A./Hynergreen Technologies, S.A |
| Zeroemissions Carbon Trust, S.A. | Seville (SP) | Zeroemissions Tecnologies, S.A./Abeinsa Ingeniería y Construcción Industrial, S.A |
Appendix X
| Befesa Tax Group Number 4/01 B | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Proyectos de Inversiones Medioambientales, S.L. | Vizcaya (SP) | Parent Company |
| Acoleg Químicos, S.L. | Vizcaya (SP) | Alianza Medioambiental, S.L. |
| Alianza Medioambiental, S.L. (AMA) | Vizcaya (SP) | Befesa Medio Ambiente, S.A. |
| Befesa Desulfuración. S.A. | Vizcaya (SP) | Alianza Medioambiental, S.L. |
| Befesa Medio Ambiente, S.A. | Madrid (SP) | Abengoa, S.A./Proyectos de Inversiones Medioambientales, S.L. |
| Befesa Steel R & D, S.L.U. | Vizcava (SP) | MRH-Residuos Metálicos, S.L. |
| Befesa Zinc Amorebieta, S.A. | Vizcaya (SP) | MRH-Residuos Metálicos, S.L. |
| Befesa Zinc Aser, S.A. | Vizcaya (SP) | Befesa Zinc, S.L. |
| Befesa Zinc Comercial, S.A. | Vizcava (SP) | Befesa Zinc, S.L. |
| Befesa Zinc Sondika, S.A. | Vizcaya (SP) | MRH-Residuos Metálicos, S.L. |
| Befesa Zinc, S.L. | Vizcaya (SP) | MRH-Residuos Metálicos, S.L. |
| MRH-Residuos Metálicos, S.L. | Vizcava (SP) | Befesa Medio Ambiente, S.A. |
| Befesa Tax Group Number 00109 BSC | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Befesa Reciclaje de Residuos de Aluminio, S.L. | Vizcava (SP) | Parent Company |
| Befesa Aluminio, S.L. | Vizcava (SP) | Befesa Reciclaje de Residuos de Aluminio, S.L. |
| Telvent Tax Group Number 231/05 | ||
|---|---|---|
| Name | Tax Address | Shareholding |
| Telvent Git, S.A. | Madrid (SP) | Parent Company |
| Galian 2002, S.L. | Madrid (SP) | Telvent Outsorcing, S.A. |
| GD 21, S.L. | Madrid (SP) | Telvent Outsorcina, S.A. |
| Telvent Energía, S.A. | Madrid (SP) | Telvent Git, S.A. |
| Telvent Environment, S.A. | Seville (SP) | Telvent Energía, S.A./Telvent Git, S.A. |
| Telvent Export, S.L. | Madrid (SP) | Telvent Git, S.A. |
| Telvent Housing, S.A. | Madrid (SP) | Telvent Git. S.A. |
| Telvent Implantación de Sistemas, S.L. | Madrid (SP) | Telvent Outsorcina, S.A. |
| Telvent Interactiva, S.A. | Madrid (SP) | Telvent Energía, S.A./ Telvent Git, S.A. |
| Telvent Outsourcing, S.A. | Seville (SP) | Negocios Industriales y Comerciales, S.A/ Telvent Git, S.A. |
| Telvent Servicios Compartidos, S.A. | Madrid (SP) | Telvent Energía, S.A./ Telvent Git, S.A. |
| Telvent Tráfico y Transporte, S.A. | Madrid (SP) | Telvent Energía, S.A./ Telvent Git, S.A. |
| Tráfico Ingeniería, S.A. | Giión (SP) | Telvent Tráfico y Transporte S.A. (Telvent Arce Sistemas, S.A. |
Annual Report 2010ABENGOA Consolidated Financial Statements

Consolidated Management Report
2010 Consolidated Management Report
1.- Organisational Structure and Activities
Abengoa, S.A. is a technology company, and the head of a group of companies, which at the end of 2010 comprises the following companies:
- The holding parent company itself.
- 595 subsidiaries.
- 21 associates and 28 joint businesses as well as certain companies of the Group being involved in 353 joint ventures. Further, the companies of the Group have shareholding in other entities of less than 20%.
Independent from the legal organization, management of Abengoa is undertaken as discussed below.
Abengoa is a technology company which applies innovative solutions for sustainability in the following sectors: infrastructure, environment and energy, generating long-term value to our shareholders through leadership characterised by the encouragement of an entrepreneurial spirit, social responsibility and the transparency and integrity of management.
Although Note 40 of the consolidated report provides extensive information about Abengoa's five segments, which is consistent with the internal information that has been reported to senior management for decision making until the end of this year, it is worth noting that as a result of the continuous evolution and transformation of Abengoa during more than 15 years, the management of Abengoa has begun to use financial information based on business activity and to present financial information under three new and unique business activities that, in the opinion of the management, better represent Abengoa's business situation, and which the Company intends to use from 2011 onwards as the basis of the differentiated financial information for the Group that the management will regularly review to evaluate the operating results and to take management decisions.
In relation to this, to indicate that Abengoa, international technology company, is involved in two sectors - Energy and Environmental Services - and three lines of business - Engineering and Construction, Concession-type infrastructure and Industrial production -.
As a result, Abengoa's activity information and its internal and external financial management information will be structured around the following business activities from 2011 onwards:
Engineering and Construction
This area encompasses core engineering activity in energy, water, and information technologies, a field in which the company boasts over seventy years of experience. Abengoa specializes in complex turnkey projects to construct concentrating solar power (CSP) plants; hybrid solar-gas facilities; conventional power plants; power transmission lines; hydraulic infrastructures, including large-scale desalination plants; and biofuel plants, among others. The company is also recognized worldwide as the leading international contractor in the field of transmission and distribution and the third largest player in power (source: ENR magazine). It is also a market leader in Information Technologies and Services for critical sectors.
Concession-type infrastructures
This segment groups together any asset operations for which we have long-term contracts in effect, including take-orpay contracts, power or water purchase agreements and tariff-type sales contracts. This segment therefore includes solar power plants, power transmission lines, cogeneration plants and desalination facilities. There is no demand risk for these particular assets, and company efforts focus on streamlining operational aspects. Abengoa has a young asset portfolio, with an average of 27 years of envisaged operation still remaining. Furthermore, the company's investment volume in assets currently under construction will more than double our current capacity once they begin operating.
Industrial production
Annual Report 2010
This last segment embraces Abengoa activities in biofuels and industrial waste recycling. These activities, which are also performed with proprietary assets, focus on high-growth markets in which the company enjoys a position of leadership. Abengoa is the European market leader in ethanol production, and also ranks sixth in North America. In recycling, the company is the market leader in the niche markets where it operates.
2.- Strategy
2010 was yet another good year for Abengoa. In spite of the economic and financial crisis plaguing some of our markets, we continued to report double-digit growth. Revenues increased by 34 % in comparison to 2009 to total €5,566 M, EBITDA climbed by 26 % to €942 M, and net profit rose by 22 % for a total of €207 M.
Our strategy focuses on offering innovative technological solutions for sustainable development in the energy and environment sectors. Coupled with our geographic diversification, this has enabled us to report consistent double-digit growth over the last fifteen years. We believe that demand for our solutions will continue to increase as the world becomes increasingly more aware of the overriding need for sustainable development.
The two factors we consider essential in order for a solution to be accepted at Abengoa are technology, which is hugely important and affords us a competitive edge, and global leadership. We are convinced that industrial innovation is key to forging a more sustainable world. In our case, we ended the year with 99 patents that had either been granted or which were in the process of being approved.
In this regard, 2010 marked several important milestones for Abengoa, including commencement of construction of Solana, in the United States, which boasts 280 MW of installed power and six hours of molten salt storage; initiation of work on the 100 MW solar thermal power plant in Abu Dhabi, and the operational roll-out in Spain of a further three such plants, each with 50 MW of installed power.
In the biofuel area, we fulfilled our present first generation bioethanol investment plan by starting up three new plants in Illinois and Indiana (USA), and in Rotterdam (the Netherlands), with a combined annual production capacity of 300 Mgal-1,150 ML-. To this we may add the successful operation of our second-generation biomass-ethanol production plant in Salamanca, Spain.
In India, we completed construction and start-up of a desalination plant in Chennai with a capacity of 100,000 m3 per day.
Work also got underway on the 2,350 km Porto Velho - Araraguara 600 kV direct current power transmission line. Furthermore, together with twenty other partners, the company entered into an agreement to constitute Medgrid, an initiative aimed at developing and promoting a Euro-Mediterranean power grid to encourage the transmission of power produced in countries located on the southern shores of the Mediterranean to the European market.
For the first time. Abengoa features this year the three segments that best reflect the company's reality, stemming from its evolution and transformation over the last fifteen years. The parameters quiding the company at that time are no longer valid today. Nevertheless, the bulk of this Annual Report has been structured for the last time around the company's five traditional business units. In this Report, we have continued to gradually migrate towards the approach to reporting activities we initiated in our presentation of results for the third quarter of 2010. To this end, we have included a table illustrating the key figures in accordance with the new segment composition, as well as a summary of the Activity Report prepared from this new perspective.
We achieved significant growth this year in our three business segments (Engineering and construction, Concession type infrastructures and Industrial production).
Backed by 70 years of experience in the industry, Engineering and construction draws together our traditional engineering activity associated with energy, water and information technologies. We specialize in the execution of complex turnkey projects involving concentrating solar power plants; solar-gas hybrid plants; conventional generating plants; power transmission lines; hydraulic infrastructure, including, among others, major desalinating plants; biofuel plants; and critical infrastructure control systems.
- In this segment revenues totaled €3,121 M in 2010, up 26 % on 2009, and EBITDA increased by 7 % year-on-year to reach €415 M. During the past twelve months, Abengoa's new order intake totaled €4,200 M and closed the year with a backlog of €9,274 M, which affords significant visibility for our revenues in the medium term.
- Concession-type infraestructures group together any asset operations for which we have long-term contract, including take-or-pay contracts, power/ water purchase agreements and tariff-type sales contracts. This segment therefore includes solar power plants, transmission lines, cogeneration plants and desalination plants. For these particular assets, our efforts focus on streamlining operations. We have a young asset portfolio, with an average of 27 years of pending life, and a total of €34,976 M in future income. We should also highlight the company's investment volume in assets currently in the construction phase, which will more than double our current capacity once they enter into operation. This is a segment that affords Abengoa tremendous future exposure.
Revenues from this segment totaled €309 M in 2010, up 41 % on 2009, while EBITDA amounted to €208 M, representing a year-on-year jump of 46 %. This high growth is primarily attributed to the operational start-up of several solar plants and desalination plants, as well as various power transmission line segments.
The Industrial production segment encompasses Abengoa's business in the biofuel and metal recycling area. These activities, also based onproprietary assets, are focused on high-growth markets in which the company boasts a position of technological leadership.
Revenues from this segment totaled €2,137 M in 2010, up 48 % on 2009, while EBITDA rose by 46 % to reach €320 M. The key factors here lie in higher ethanol production as a result of three new plants in operation (two in the USA and one in Europe), which have increased our capacity to over 820 Mgal-3,100 ML- per year, as well as the recovery of recycled material volumes in Europe in the wake of a crisis-stricken 2009.
As we can see, 44 % of our revenues and 56 % of our EBITDA in 2010 was generated by the asset operations, in comparison to 2009 figures of 40 % and 48 %, respectively, or the 19 % and 30 % of 2000, which shows the company's evolution towards greater stability and recurrence in terms of income.
By territory, we experienced growth in the United States, Latin America, Europe and Asia, where we witnessed the highest growth rate in percentage terms (up 81 % with respect to 2009), primarily on the back of the first major EPC contracts we secured in the Middle East and the start of construction work on a desalination plant in Quingdao, China.
Spain currently accounts for 26 % of our revenues. Brazil, with 19 %, and the United States, with 16 %, represent, respectively, Abengoa's second and third mostimportant markets. Latin America continues as the region encompassing the highest percentage of our international business, totaling 31 %, followed by North America and Europe, excluding Spain, both with 16 %.
With these results, we managed to overcome a year characterized by the worst worldwide economic and financial crisis seen in the last 75 years, while at the same time succeeding in laying the foundations for company growth in the coming years. In fact, we continued to invest in those businesses we consider to be the focus of our strategy for the future, and, once again this year, we maintained our R&D+I efforts.
In 2010 we created Abengoa Research, an R&D group that will carry out highly innovative research for the entire company, supplementing the different R&D+I areas already in place within the organization. We also invested €93 M in R&D+I, and applied for 39 new patents. We are convinced of the importance of technology and innovation for Abengoa's future, and we therefore continue to support these types of activities. The accomplishments achieved, which have afforded us recognition as leaders in concentrating solar power (CSP) technology and second-generation biofuel development, spur us on in the direction we decided to take many years ago.
Our human capital constitutes the cornerstone for this generation of knowledge with which we intend to continue growing. We continue toinvest in the development of our professionals.
We therefore closed 2010 with more than 1.2 M hours of training and an alliance plan in progress with some of the most prestigious universities worldwide to enable us to carry out quality training around the world. Likewise, we continued forward with our international grant program, which this year enjoyed the participation of nearly 700 people, representing an increase of 15 % over 2009. In terms of employment figures, Abengoa has grown by 12 % with respect to last year to reach a total headcount in excess of 26,000 people, thereby consolidating the growth reported in previous years.
We also continued investing in Corporate Social Responsibility to further the social development and environmental balance of the communities in which we operate, paying particular attention to the disabled and to social awareness of climate change, investing to this end more than €10 M.
In addition to completing the second inventory of greenhouse gas (GHG) emissions, we worked hard throughout the year on developing a system for labeling all of our products, which, once completed, will enable us to determine the GHG emissions associated with each and every product. We likewise kept working on the development of a system of sustainability indicators to supplement the GHG inventory.
In 2010 we obtained additional financing totaling $E$ ,000 M approximately, which enables us to fund our investment plan to date. Through prudent administration of our financing needs, we ended the year with cash assets totaling close to €3,000 M, and with sufficiently ample leveraging levels to be able to comfortably face the coming years. Thus, net debt, excluding non-recourse financing, stood at €1,166 M at year-end 2010, 1.8 times our corporate EBITDA, while total net debt amounted to €3,122 M (excluding debt tied up in preoperational assets), 3.3 times our consolidated EBITDA.
As in 2009, with the aim of ensuring the reliability of our financial information, in 2010 we continued to reinforce our internal control structure, voluntarily adapting it to the requirements established under the US Sarbanes-Oxley Act (SOX). Once again this year, we submitted our company's internal control system to an independent assessment process carried out by external auditors in accordance with PCAOB auditing standards.
We also remain staunchly committed to transparency and good governance practices. Our annual report already features six independent audit reports drawn up by external auditors in relation to the following areas: Annual Accounts, SOX Internal Control System, Corporate Social Responsibility Report, Greenhouse Gas Emissions Inventory, Corporate Governance Report, and the Risk Management System Design Process.
Our business model affords us greater visibility as the result of significant investment effort in recent years, which is gradually being reflected in the income statement. We ended the year with over $\epsilon$ 9,274 M in order backlog in the Engineering and construction area, a total of €34,976 M in Concession-type infraestructures, and with all of our Industrial production plants up and running.
Therefore, our main challenge in 2011 will essentially be to perform our engineering projects in due time and with sufficient margin and to continue operating our assets efficiently.
From 2013 onward, our investment plan will be reflected practically in its entirety in the income statement, once all assets currently under construction go into operation. The objective we have set for that time is to reach €1,500 M in EBITDA, which means doubling 2009 figures. And not only is EBITDA important, but also its corresponding composition and risk profile: approximately 30 % will come from Engineering and construction, 40 % from Concession-type infraestructures, and 30 % from Industrial production.
In short, 2010 was vet another vear of accomplished objectives, and 2011 should prove to be another vear of fresh opportunities. Our goals for the new year in terms of our three-horizon model will be to continue optimizing our cash generating activities, keep investing towards the consolidation of our businesses in high-growth sectors, expand future options and explore new ones. And all of this will take place around the focal point of technological innovation.
This is reflected in our three horizons described below.

3.- Business trends
3.1. Recent trends
3.1.1. Movements in the main items on the Balance Sheet and the Income Statement are set out as follows:
| Concept | 2010 | $\Delta%$ | 2009 | 2000 | $CAGR(*)$$(10-00)$ |
|---|---|---|---|---|---|
| €M | €M | € M | $%$ | ||
| Total Equity | 1,630.3 | 39.2 | 1,171 | 302.0 | 18.4 |
| Total Assets | 16,973.8 | 37.2 | 12,369.9 | 1,885.4 | 24.6 |
| Concept | 2010 | $\Delta%$ | 2009 | 2000 | $CAGR(*)$$(10-00)$ |
| €M | €M | €M | $%$ | ||
| Revenues | 5,566.1 | 34.2 | 4,417.3 | 1,204.6 | 16.5 |
| Gross cash flows (1) | 942.4 | 25.6 | 750.4 | 126.3 | 22.3 |
| Profit atribuible to the parent company | 207.2 | 21.6 | 170.3 | 36.1 | 19.1 |
- (1) Earnings before interest, tax, depreciation and amortisation.
- (*) CAGR: Compound Annual Growth Rate.
- Balance sheet; of note is an increase in "Project Fixed Assets" which rose up to €5,744.8 M in 2010, $3.1.2.$ primarily being intangible assets, reflecting investments made in certain concessions in Brazil, and investments in water management projects, environmental projects and plants and production installations for Bioethanol and Solar by the various project development companies owned by the various subsidiaries Abengoa, S.A.
The investments made by these development companies are executed and financed, in general, through "project finance", being a specific financing formula under which funds are raised exclusively to finance that entity and the project with debt repayments being made directly from the future cash flows generated by that same project. Such financing is in this reing-fenced, and is therefore without recourse to the shareholders.
The opposite entry to these investments is recognised as a liability within the Balance Sheet, as "Nonrecourse financing applied to projects", which, at the closing of 2009, amounts to €3,558 M in non-current liabilities and to €492.1M in the corresponding short-term heading.
The net equity increased 39.2% reaching $\epsilon$ 1,630.3 M, mainly as a result of the better outcome registered in the exercise, of the positive impact of the conversion differences as consequence of the appreciation of the Brazilian Real and the increase in external partners after the sale last year of minority shares of Telvent.
The Net Debt of Abengoa in 2010 reached €, 1,265M (net position of debt) as against the €1,271M (net position of corporative debt) for the 2009 exercise.
The change in the size and structure of the Abengoa balance sheet over the last five years reflects certain events, the impact of which is most notable on the following Balance Sheet movements:
- a) Obtaining the Syndicate Loan in 2005 made up of a principle amount of $\epsilon$ 500 M with a loan term of 7 years plus a revolving facility of $\epsilon$ 100 M with a 6 year term, subscribed by 45 financial entities, structured for the purposes of providing sufficient financial resources to the company so as to implement Abengoa's Strategic Plan.
- b) The acquisition in 2006 of 100% of the share capital of B.U.S., Group AB, for consideration of €330 M, through non-recourse financing, provided through Barclays. As of December 4, the German competition authorities allowed the transaction to go ahead.
- Obtaining a new syndicate loan in 2007 for €859 M. This loan was raised to finance Abengoa's entry $\mathcal{C}$ into the Brazilian ethanol market, as well as to finance our investment plans in solar energy, desalination, and electricity transmission lines.
- Acquisition in 2007 of 100% of the share capital of the Dedini Agro group of companies (today $(d)$ being Abengoa Bioenergía Sao Paulo), one of the largest companies in the Brazilian sugar and ethanol market.
- An agreement in 2007 with Matchmind, an international business, for its integration within Telvent. $(\alpha)$ Through this agreement, Telvent initially acquired 58% of Matchmind for €23 M with the management team taking a 40% holding in the entity. The holding in Telvent has been increasing over the last three years until reaching 100% ownership in the 2009 exercise.
- f) The acquisition in 2008 of the US entity DTN Holding Company, Inc. (DTN), with its headquarters in Omaha, Nebraska. DTN was purchased for US$ 445 million cash (approximately €310 M), and financed through a combination of preference debt and the emission of shares.
- g) During 2008 the contracting of four own projects continued, being four solar thermal plants (PS 20, Solnova 1, Solnova 3 and Solnova 4), and 3 ethanol plants (Rotterdam, Indiana and Illinois).
- h) The 2009 exercise saw the commissioning of the 20 MW thermosolar plant with PS 20 Tower Technology.
- $\mathbf{i}$ Also in 2009, Abengoa gained access to the capitals market by issuing two bonds for the total sum of €500 M.
- Three new ethanol plants (Rotterdam, Indiana and Illinois) and three new solar-thermal plants $\vert$ ) (Solnova 1, Solnova 3 and Solnova 4) came into operation in 2010.
- k) In addition, approximately $\epsilon$ 1.2 billion of bonds were issued in 2010.
$3.1.3.$ Consolidated sales as of December 31, 2010 totaled €5,566.1 M, representing an increase of 34.2% over the last period.
| Sales | Solar | Bio. | Env.Services | Infor.Technologies | Ind.Engin.&Const. | Total | Var10/09(% ) | |
|---|---|---|---|---|---|---|---|---|
| Engineering and Construction | Dic 10 | 110,6 | $\overline{\phantom{a}}$ | 255.9 | 741.8 | 2,012.5 | 3,120.8 | 25.8 |
| Dic 09 | 92,3 | $\overline{\phantom{0}}$ | 15.2 | 759.0 | 235.9 | 308.6 | ||
| Concession-type infrastructure | Dic 10 | 57,5 | $\overline{\phantom{a}}$ | 15.2 | $\overline{\phantom{a}}$ | 235.9 | 308.6 | 40.9 |
| Dic 09 | 23,7 | $\overline{\phantom{a}}$ | 6.9 | $\overline{\phantom{a}}$ | 188.4 | 219.0 | ||
| Industrial production | Dic 10 | $-1,575.2$ | 561.6 | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | 2.136.8 | 47.7 | |
| Dic 09 | $-1,010.0$ | 437.0 | $\overline{\phantom{a}}$ | 1.447.0 | ||||
| Total | Dic 10 | 168,1 | 1,575.2 | 832.7 | 741.8 | 2,248.3 | 5.566.1 | 34.2 |
| Dic 09 | 115,9 | 1,010.0 | 721.8 | 759.0 | 1,540.6 | 4.147.3 | ||
| EBITDA (M€) | Solar | Bio. | Env.Services | Infor.Technologies | Ind.Engin.&Const. | Total | Var10/09(% ) | |
|---|---|---|---|---|---|---|---|---|
| Engineering and Construction | Dic 10 | 27.3 | $\overline{\phantom{a}}$ | 10.6 | 123.4 | 247.6 | 414.5 | 6.6 |
| Dic 09 | 2.8 | $\qquad \qquad -$ | 19.7 | 172.7 | 194.0 | 389.1 | ||
| Concession-type infrastructure | Dic 10 | 42.9 | $\overline{a}$ | 10.2 | $\overline{\phantom{0}}$ | 154.7 | 207.7 | 45.5 |
| Dic 09 | 18.8 | $\qquad \qquad -$ | 3.9 | $\sim$ | 120.0 | 142.8 | ||
| Industrial production | Dic 10 | $\overline{\phantom{0}}$ | 212.0 | 107.7 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 319.7 | 46.3 |
| Dic 09 | $-$ | 123.4 | 95.1 | $\overline{\phantom{a}}$ | $\qquad \qquad -$ | 218.5 | ||
| Total | Dic 10 | 70.2 | 212.0 | 128.5 | 123.4 | 402.3 | 942.4 | 25.6 |
| Dic 09 | 21.6 | 123.4 | 118.7 | 172.7 | 314.0 | 750.4 | ||
EBITDA (Earnings before interest, tax, depreciation and amortisation) increased by €192.0 million to €942.3 million, a rise of 26% compared to 2009.
This increase in EBITDA was driven by growth in the concessions activity in the infrastructures segment, which grew by 40.9% primarily due to the entry into operation of three new solar plants (Solnova 1, Solnova 3 and Solnova 4) as well as new transmission lines in Brazil. There was also a significant increase of 46.3% in the industrial production activity thanks to the coming into production of three new ethanol plants (Rotterdam, Indiana and Illinois) and a recovery in the metals recycling sector.
Once again it is important to take into account the company's investment in R&D+i which recorded a €67.2 million impact on the income statement (€52.1 million in research and innovation expenses and €15.1 million for depreciation of development assets).
The outcome attributed to the parent company for the 2009 exercise grew by 22% reaching €207.2 M, which amounts to €2.29 in per share benefits (22% increase as against the 2009 exercise). Annual Report 2010ABENGOA
Excluding the capital gain generated in 2009 of €38 million from the sale of a minority stake in Telvent, and the capital gain generated in 2010 of €46 million from the sale of two transmission lines in Brazil, the income attributable to the parent company would have increased by 21%.
$3.1.4.$ In the 2010 exercise, Abengoa continued increasing its foreign activities in volume and in diversification. From the €5,566.1 M consolidated invoicing for the 2010 exercise, €4,135.8 M (74.3%) is from international or external sales. Activity in Spain amounts to €1,430.3 M (25.7%) as against the €1,296.4 M for 2008 (31.3%).
| External Activity | 2010 | 2009 | Var 10-09 | ||
|---|---|---|---|---|---|
| Exporting Sales to Local Companies | €M | $%$ | €M | $%$ | $%$ |
| - USA | 884.3 | 15.9 | 576.9 | 13.9 | 53.2 |
| - Latin America | 1,911.9 | 34.3 | 1,159.9 | 28.0 | 64.8 |
| - Europe (except Spain) | 873.5 | 15.7 | 641.5 | 15.5 | 36.2 |
| - Africa | 205.7 | 3.7 | 327.8 | 7.9 | (37.2) |
| - Asia | 253.7 | 4.6 | 140.4 | 3.4 | 80.7 |
| - Oceania | 6.7 | 0.1 | 4.4 | 0.1 | 52.3 |
| - Spain | 1,430.3 | 25.7 | 1,296.4 | 31.3 | 10.3 |
| Consolidated Total | 5,566.1 | 4,147.3 | |||
| Consolidated External | 4,135.8 | 74.3 | 2,850.9 | 68.7 | 45.1 |
| Consolidated Spain | 1,430.3 | 25.7 | 1,296.4 | 31.3 | 10.3 |
| Consolidated Total | 5,566.1 | 100.0 | 4,147.3 | 100.0 | 34.2 |
3.1.5. The following table shows the average number of employees for the various periods:
| Categories | Average Nº 2010 | % Total | Average Nº 2009 | % Total | ||
|---|---|---|---|---|---|---|
| Female | Male | Female | Male | |||
| Executives | 109 | 698 | 3.1 | 77 | 605 | 29 |
| Middle Management | 361 | 1,958 | 8.9 | 299 | 1,746 | 8.8 |
| Engineers and other college graduates | 1.483 | 3,872 | 20.5 | 1.486 | 3.724 | 223 |
| Assistants and professionals | 1.539 | 2.598 | 15.8 | 1.407 | 2.229 | 15.6 |
| Technicians | 741 | 12,769 | 51.7 | 590 | 11,160 | 50.4 |
| Total | 4,233 | 21,895 | 100.0 | 3,859 | 19,464 | 100 |
4.- Anticipated future trends of the Group
- 41 To understand the prospects of the Group, it is necessary to take into account the trends and developments achieved in recent periods, from which the foreseeable medium-term future would appear to show growth. The Group's medium term strategy is based upon an increase in the level of contribution from Group activities within Environmental, Renewable Fuels (bioenergy), Solar activity, as well as continuing the development of Information Technologies and Industrial Engineering and Construction.
- $4.2.$ Further, Abengoa's longer-term outlook is strengthened through increasing our capacities within the Environmental Services market, through Befesa Medio Ambiente, S.A., increased bioethanol production capacity, as well as the developments in Solar activity. On the basis that the current forecasts are achieved, Abengoa has a new activity base available which could offer both stability and continuity over the coming years.
- 43 With the current level of reserves, taking into account a greater extent of flexibility in the structure of the Group, the specialisation and diversification of activities, within the possible investments which present themselves within the domestic market and our competitive positioning within overseas markets, notwithstanding exposure of elements of our activities to the sale of commodities and non-Euro currencies, we trust that the Group shall be well positioned to continue positively into the future.
5.- Management of Financial Risk
Abengoa's activities are undertaken through five groups which are exposed to various financial risks:
- Market risk: The Company is exposed to market risk such as the movement in foreign exchange rates, interest rates, raw material prices (commodities). All such risks arise through the normal course of business, as no operations are entered into for purely speculative purposes. For the purposes of managing such risks from these operations, we utilise a series of sale/purchase futures, exchange rate options and contracts, and interest and raw material swaps.
- Credit risk: Trade debtors and other receivables, financial investments and cash are the main financial assets of $\blacksquare$ Abengoa and therefore present the greatest exposure to credit risk in the event that the third party does not comply with their obligations of the transaction.
- Liquidity risk: The financing and liquidity objectives of Abengoa are to ensure that the company has sufficient funds available on an ongoing basis so as to honour all upcoming financial commitments and obligations.
- Interest rate and cash flow risk: Interest rate risk arises from third-party long-term loans. Those loans which are granted on a variable interest rate basis expose to the Group to interest rate and cash flow risks.
Abengoa's risk management model aims to minimise the potential Group's financial profitability adverse effects.
Abengoa risk management is the responsibility of the Group's Corporate Finance Department in accordance with the internal rules and procedures which are in force and strictly applied. This department identifies and evaluates the financial risks in close collaboration with each of the business units. The internal procedures provide written policies for the management of overall global risk, as well as for specific areas such as Exchange rate risk. Credit risk Abengoa risk management is the responsibility of the Group's Corporate Finance Department in accordance with the internal rules and procedures which are in force and strictly applied. This department identifies and evaluates the financial risks in close collaboration with each of the business units. The internal procedures provide written policies for the management of overall global risk, as well as for specific areas such as Exchange rate risk, Credit risk, interest rate risk, liquidity risk, the use of hedging instruments and derivatives and the investment of excess cash.
For further information see Note 9 within the notes to these accounts.
6.- Information on Research and Development (R&D) Activities
$6.1$ Abengoa has continued to increase its efforts in R&D&i (Research, Development and Innovation) throughout 2010 (despite the prolonging of the global technology crisis), with a strong belief that to achieve real future benefits, such investment requires continuous input which should not be adversely affected by the crisis or economic cycles.
Further, the Group has strengthened its presence, and in other cases its leadership, in various institutions, public forums and private forums in which cooperation is encouraged between the large technology companies, also being where the long and short term future of R&D&i is decided.
- $6.2.$ The programs set out for R&D activities have substantially been achieved. Abengoa, through those responsible for the strategy in each areas of the business, has pushed, on a day-to-day basis, a higher level of innovation in the technologies developed, as required and reflected in the characteristics of the businesses, focusing primarily on the following objectives:
- Continuously and closely following the technologies which could affect each area of the business.
- Selection of a portfolio of technologies which will maximise the competitive advantages of the Group.
- The granting of and introduction of technology available through Transfer Agreements.
- Selecting the optimum path for the development of technologies.
- Determining the programs for marketing from the technology developed.
- Utilisation of support from institutions/governments for innovation and technology.
- $6.3.$ Of all such efforts, of note is that during 2010, R&D activity has been undertaken by Group companies in accordance with the requirements identified for their respective markets. The maiority of the Group's projects are aligned with R&D objectives of the Spanish administrations (the Ministry of Industry and Energy), of Europe (R&D framework programs) and the U.S. (Department of Energy).
Abengoa engages in R&D both directly as well as through third-party contracts which are typically public organisations dedicated to such work, university departments, or other private or public entities. Additionally, during the year, Abengoa has made strategic investments in pioneering companies in the US and Canada, developing and owning technologies which are defined as "high priority", such as biofuels and control systems,with the objective of enabling internationalisation and the generation of value through these technologies in key emerging markets.
R&D is a strategic activity for Abengoa with regards to its planning for future periods. It is undertaken by the business groups in harmony with the demands of their respective markets so as to provide the necessary competitive capacities of the Group on an ongoing basis.
6.4. In 2010, investment in R&D&i totaled €93 M compared to €90 M in 2009. In 2011, a further increase in R&D&i investment is anticipated. Of note are projected investments in projects in relation to the conversions of biomass and ethanol and solar-related projects.
7.- Information on the Environment
The fundamental principles of Abengoa's environmental policy are to comply with the legal rulings and requirements in place at any given time, the prevention of or minimisation of adverse or damaging environmental factors, the reduction of the use of natural resources and energy sources and continuous improvement in environmental behaviour.
Abengoa, in response to our commitment to the sustainable use of and natural and energy sources, as clearly set out within our Common Management Systems (NOC), stipulates that all companies within the Group are required to implement and have certified environmental management systems in accordance with international standards (ISO $14001$ ).
As a result of implementing this policy, as of the end of 2009, 86.05% of companies within the Group (based upon sales volume) had certified Environmental Management Systems ISO 14001.
The distribution of companies with certified Environmental Management Systems by business unit is set out below:
| Business Group | ISO 14001-Certified Companies(% of sales) |
|---|---|
| Solar | 73.25% |
| Information Technologies | 84.55% |
| Industrial Engineering & Construction | 88.83% |
| Environmental Services | 97.26% |
| Bioenergy | 74.42% |
Abengoa views its tradition engineering business as nothing short of a valuable tool through which to construct a more sustainable world, being a philosophy which applies to all Business Units which make up the solar activities, biomass activities, waste activities, information technology and engineering. Abengoa applies technological solutions and innovations for sustainability.
8.- Stock Exchange Information
Abengoa, S.A. shares have been listed on the stock exchange since November 29, 1996 and the Company presents quarterly and half-year prospective information on a timely basis.
All Abengoa, S.A. shares were initially listed on the Stock Exchange in Madrid, Barcelona, and the Network Stock Exchange System on November 29, 1996, the date upon which an Initial Public Offering was undertaken (IPO) brought about by Inversión Corporativa I.C., S.A. and its subsidiary, Finarpisa, S.A., as well as other shareholder at that time.
To be able to undertake both processes (admission and the IPO) Abengoa, S.A. published a pre-issued Admission Prospectus and, together with their shareholders, a "Pre-issued initial public offering prospectus" (the IPO reporting requirements as required by the exchanges). Both documents were duly registered with the CNMV on November 12, 1996 and November 21, 1996, respectively.
The number of shares which were subject to the IPO totaled 33.03% of Abengoa, S.A.'s share capital, with the offer being completed on November 29, 1996, the date at which the listing became effective.
According to data from Bolsas y Mercados Españoles, a total of 146,655,189 shares in the company were traded in 2010, equivalent to an average daily trading volume of 572,872 shares with an average daily cash value of €10.7 million.
As of December 31, 2010, the company understands that free float capital is 43.96% if the stock shares held by Inversión Corporativa I.C., S.A. and its affiliate Finarpisa (6.041%) are substracted.
The closing price of the Abengoa share in 2010 was 18.69% lower at €18.375/share compared to 2009 (€22.60/share). The lowest, highest and average prices during 2010 were €13.22 (June 8), €24.34 (January 8) and €18.72, respectively,
9.- Information on own Equity Instruments
- $9.1.$ Abengoa, S.A. and its subsidiaries, have complied with all legal prescriptions set out relating own equity instruments (see Note 10.1 hereinafter).
- 92 The parent company has not pledged its shares in any trading operations or any other legal forms. Nor are there any Abengoa, S.A. shares held by third parties which could operate in their own name but by the responsibility, other than the responsibility of the Companies of the Group.
- $9.3.$ Certain companies within the Group are contracted into share-based incentive schemes with managers and employees. These schemes are linked to the achievement of management objectives over the following years.
Additionally, Abengoa, S.A. has a Share Purchase Plan for the directors of the Group, approved by both the Main Board of Directors and by an extraordinary shareholders meeting on October 16, 2005.
$9.4.$ Finally, it must be pointed out that the eventual reciprocal shareholding established with entities within the Group has been undertaken on a temporary basis in compliance with the requirements of the Law of Anonymous Companies.
For further information see Note 2.16 to these notes to the Consolidated Annual Accounts.
10.- Corporate Governance
10.1. Shareholding structure of the company
Significant shareholdings
The share capital of Abengoa, S. A. is recorded and monitored by Iberclear ("Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S. A."), and is made up of 90,469,680 shares, each of €0.25 nominal value, all of the same class and rights, making up €22,617,420 of share capital. All shares are listed for trading on the Madrid and Barcelona exchanges and on the "Sistema de Interconexión Bursátil Español (stock exchange link-up) since November 29, 1996.
In December 2007, Abengoa was selected by the "Comité Técnico Asesor" (technical advisory committee) of Ibex35 to enter and form part of this index as of January 2, 2008, a listing which has been maintained throughout 2009. The inclusion was the result of the periodic review of listed companies as undertaken by the Committee, in which, as well as the company's capitalisation, the volume of business undertaken and the sector in which the business operates is also taken into consideration. The Ibex 35 is the leading index in Spain as followed by national and international investors. The index groups together the 35 companies with the greatest listed share capital and level of business.
The most recent change to the share capital of the company was agreed at the General Shareholder Meeting on June24, 2001 relating to a shares split, from 1 Euro to 0.25 Euros per share. As such, the number of shares increased from 22,617,420 to the current volume of 90,469,680. This change required that Articles of Association 6 and 21 be amended to reflect the new volume and nominal value of the shares, and, simultaneously, the cancellation of the original shares and the admission to the exchange of the new shares.
| Last modification date | Share Capital(euros) | Number ofShares |
|---|---|---|
| 24.06.01 | 22,617,420 | 90,469,680 |
As the company's shares are listed, and holdings recorded with information on significant shareholder listings (the "X-25") is provided by Iberclear, there is no other register of shareholders maintained by the company. Such information is provided by Iberclear for the Ordinary Shareholders meeting. Based upon the information received (the Iberclear list for April 11, 2010 and the notification of significant shareholders), the major shareholders at that time were:
| Shareholders | %Equity |
|---|---|
| Inversión Corporativa IC, S.A. (*) | 50.00 |
| Finarpisa, S.A. $(*)$ | 6.041 |
| BNP Paribas, S.A. | 3.116 |
(*) Inversión Corporativa Group.
The number of shareholders registered by the "Ordinary General Annual Shareholders Meeting" as at April 11, 2010 was 11,338.
The company does not maintain a record of arrangements of agreements or pacts between shareholders of which those parties become obliged to undertake - through the voting rights which are available - being a common policy regarding the management of the company or to ensure that they have a significant influence upon the company.
In accordance with that as set out in Article 19 and pursuant to the Articles of Association, there do not exist limits upon the voting rights of shareholders in relation to the number of shares which they hold. The right to attend the shareholders meeting is limited, however, to those shareholders with over 1,500 shares, without prejudice to the rights of representation and grouping of as held by all shareholders.
Constitutional Quorum: on first notice, 25% of the share capital. On second notice any percentage. These reflect the same percentages as per the Law for Anonymous Companies. In those cases stated in Article 103 of said Law, the quorum coincides entirely with the Law.
Quorum for the adoption of agreements: by a simple majority vote by those present or represented at the Meeting. In those cases stated in Article 103 of the Law for Anonymous Companies, the guorum coincides entirely with the Law.
Shareholder rights: Shareholders have the right to information, in accordance with the applicable standards in force; the right to free delivery of the documentation related to the Shareholder Meeting; the right to vote in proportion to their shareholding, with no maximum limit; right to attend shareholder meetings if holding a minimum of 1.500 shares: economic rights (to dividends, as and when paid, and their share of company reserves); right of representation and delegation, of grouping and the right to undertake legal actions which compete to shareholders.
Active encouragement of shareholders participation: making the documentation related to the Shareholder Meeting freely available by post to shareholders, as well as announcements made on the company's website to give notice of the Shareholder Meeting. The option to grant a proxy vote, or to vote on an absentee basis may be undertaken via the appropriate completion of accredited attendance cards. In accordance with Article 528.2 of the Capital Company Act (Ley de Sociedades de Capital), Abengoa has approved the Regulation on the Shareholders' Electronic Forum in order to facilitate communication between shareholders regarding the notice and holding of each General Shareholders' Meeting. Prior to each general meeting, shareholders may send:
-
Proposals that they intend to submit as supplementary points to the agenda published in the notice of the general meeting.
-
Requests to second these proposals.
-
Initiatives to achieve the required percentage to exercise a minority right.
-
Requests for voluntary representation.
The Articles of Association do not limit the maximum number of votes of an individual shareholder or include restrictions to make it more difficult to gain control of the company through the acquisition of shares.
The proposed agenda to be presented at the Shareholders Meeting is published along with notice of the meeting via the website and the CNMV.
The Shareholder Meeting matters are voted upon separately, and in accordance with the item on the agenda, when substantially distinct from one another, so that voters may exercise their views separately for distinct matters to be addressed. This is particularly of note when it concerns the appointment or ratification or an amendment to the Articles of Association.
The Company allows for the vote of shareholders' appointed financial representatives to be split on the basis that they are acting on behalf of more than one shareholder, so that they may vote in accordance with the instructions of each individual shareholder whom they represent.
There are currently no agreements in effect between the company and its executive officers, managers or employees entitling the latter to severance pay or benefits if they resign or are wrongfully dismissed, or if the employment relationship comes to an end by reason of a public tender offer.
There is not any agreement between the company, the members of the board and employees regarding to severance pay or any other kind of compensation due to resignation or cease, or if the contractual relationship is ceased by a IPO.
Purchase of own shares
At the Ordinary Shareholder Meeting on April 11, 2010 it was agreed to authorise the Board of Directors to acquire on a secondary basis, via a contract, own shares, be it directly, or via subsidiaries or other companies in which they have a holding, up to the limit as stipulated in the agreements in force, at a price of between six cents of a Euro (0.06 Euros) and one hundred and sixty Euros and 20 cents (120.60 Euros) per share, being able to do so during a period of 18 months as of said date and in accordance with the fourth section of chapter 134 of the Amended Anonymous Company Law.
On November 19, 2007, the Company enteres into a contract with Santander Investment Bolsa, S.V. for the purposes of, without interfering with the normal development of the market and in strict adherence to the requirements of the stock exchange, improving liquidity of the shares, in a way to ensure the stability of the listing, avoiding any variations which do not reflect the trends of the market. Although this contract does not comply with the conditions as set out in the memo "Circular 3/2007" dated December 19 of the CNMV, Abengoa has voluntarily been in compliance with the requirements of "Circular 3/2007" in this regard. The operations undertaken under the scope of this Contract have been communicated on a quarterly basis to the "Stock Exchange Commission (CNMV)" and have been published on the company website.
On December 31, 2010 the treasury stock balance was 225,250 shares.
During the year, a total of 10,276,598 shares in the company were acquired, while 10,196,803 shares were sold, with a net result of €-1,144,175.71.
Details of the latest Shareholders Meeting
Abengoa's General Shareholders' Meeting took place on April 11, 2010, at which 59,725,210 shares were represented, equivalent to 66.016% of the total share capital, corresponding to 407 shareholders (60 present and 347 represented) of a total of 11.338 registered shareholders.
Below are the decisions which were all approved by the favourable vote of the entire capital stock present or represented:
First Decision: Approval of:
1º. The financial statements (comprising the balance sheet, the income statement and the report) and the management report of Abengoa, S.A., for 2009.
2o. The financial statements of the consolidated group (comprising the consolidated balance sheet, income statement and report) and the consolidated management report, for 2009.
3º. The work of the Board of Directors corresponding to 2009 and the remuneration of its members, as contained in the financial statements.
Second Decision:
1º. To approve the following distribution of results for the 2009 exercise with the dividends that shall be distributed from July 6, 2010 onwards:
| Euro | |
|---|---|
| Balance | 48,988,795.40 |
| Application: | |
| Voluntary Reserves | 31,799,556.20 |
| Dividend | 17,189,239.20 |
| Total | 49,988,795.40 |
2°. To authorise Mr Felipe Benjumea Llorente, Mr José B. Terceiro and the Secretary of the Board of Directors, Mr Miguel Ángel Jiménez-Velasco Mazarío, so that any of them, jointly and severally, may register the financial statements and the management report of the Company and of the consolidated Group with the mercantile register under the conditions established by law, identifying them with their signature and verification of receipt by the register.
Third Decision:
Ratification, appointment and re-election of directors, as appropriate.
- To agree the re-election as a director, at the proposal of the Appointments and Remuneration Committee. of Ms. Mercedes Gracia Diez as an independent director, for a period of four years, due to completion of her four year term granted by the General Shareholders' Meeting of 2006.
- To agree to ratify the appointment by co-optation of Mr Jose Borrel Fontelles, as an independent director for a period of four years, at the proposal of the Appointments and Remuneration Committee.
Fourth Decision:
Re-election or appointment of the accounts auditor for the company and its consolidated group for 2010.
Appointment of the accounts auditor of the company and its group of companies for a period of one year, for 2010, in accordance with Article 204 of the Consolidated Text of the Spanish Public Limited Companies Act, as Pricewaterhouse Coopers, S.L. with tax identification code B-79.031.290, registered in Madrid at Paseo de la Castellana, 43, registered in the Mercantile Register of Madrid under volume 9267, file 8054, number 87250, and in the Official Register of Accounts Auditors under number 50-242.
Fifth Decision:
Approval of the special report on the remuneration policy of directors and of the report relating to Article 116 bis of the Securities Market Act (Lev de Mercado de Valores).
Sixth Decision:
Authorisations of the General Meeting to the Board of Directors
To ratify the delegation of powers to the Board of Directors, pursuant to Article 153-1-b of the Consolidated Text of the Spanish Public Limited Companies Act, to increase the share capital, once or several times, up to the figure of eleven million three hundred and eight thousand, seven hundred and ten Euros (11,308,710 Euros), equivalent to fifty percent (50%) of the share capital at the time of this authorisation, by means of monetary contributions, with or without a share premium, as approved by the General Shareholders' Meeting of April 6, 2008, at the time and for the amount determined by the Board without having to consult the General Shareholders' Meeting in advance. Likewise, in accordance with Article 159, Section 2 of the Consolidated Text of the Spanish Public Limited Companies Act, the delegation of powers to the Board of Directors enables it exclude pre-emptive rights, if appropriate, in relation to the capital increases that may be agreed according to this resolution, when the circumstances in Section 1 of the aforementioned article arise, when in the Company's interest, and provided that, in the case of such an exclusion, the nominal value of the shares to be issued, plus the amount of the share premium if appropriate, corresponds to the fair value as stated by the report of the Company's accounts auditors drafted at the request of the Board of Directors for such purpose. Equally, the Board of Directors is authorised to redraft Article 6 of the Company's bylaws in relation to its share capital, once the increase has been carried out, based on the amounts actually subscribed and paid up.
Likewise, to authorise the Board of Directors to apply to the governing body of the Stock Exchange (Spanish Securities Market Commission, CNMV) to list the aforementioned securities for trading on any stock exchange and to manage that listing with the intervention of any stockbroker or securities company, in relation to the shares that may be issued according to the above resolutions, when the Board deems it appropriate, pursuant to those requirements under prevailing regulations.
Shareholders' statements with regards to this resolution shall be recorded in the minutes in accordance with Article 27 of the Regulations of Official Stock Exchanges.
Seventh Decision:
Authorisations of the General Shareholders' Meeting to the Board of Directors
To delegate to the Company's Board of Directors, in accordance with Article 319 of the Regulations of the Mercantile Register and the general procedure for issuing debentures, for a period of five (5) years, and with express permission to appoint any of its members, the authority to issue, on one or more occasions, any fixed income securities or similar debt instruments (including but not limited to bonds, promissory notes or warrants), as well as fixed income securities or other types of securities (including warrants) that are convertible into the Company's shares and/or exchangeable for shares in the Company or in other companies of the Company's group or outside the group, for a maximum amount of five billion Euros ( $65.0$ bn). Delegation of the authority, with express permission to appoint any of its members, to establish the criteria to determine the bases and methods for conversion, exchange or for exercising the authority to increase the share capital by the amount necessary in order to meet the corresponding demands for conversion or exercise, as well as authorisation to exclude shareholders' pre-emptive rights in accordance with Article 293.3 of the Spanish Public Limited Companies Act (Ley de Sociedades Anónimas) and any other applicable legislation.
Eighth Decision:
Authorisations of the General Shareholders' Meeting to the Board of Directors
To authorise the Board of Directors to make derivative acquisitions through the buying and selling of shares in the Company, either directly or through subsidiary or investee companies, up to the maximum limit established in the prevailing regulations, at a price between a minimum of six Euros (6 Euros) and a maximum of sixty Euros (60 Euros) per share, making use of this authorisation during a period of eighteen months (18) from this date, and subject to Section Four, Chapter 4 of the Consolidated Text of the Spanish Public Limited Companies Act.
The authorisation granted to the Board of Directors for these purposes by the resolution adopted by the General Shareholders' Meeting of April 5, 2009 is hereby expressly annulled.
Ninth Decision: Delegations to the Board of Directors
Mr Felipe Beniumea Llorente. Mr José B. Terceiro and Mr Miguel Ángel Jiménez-Velasco Mazarío are hereby authorised so that any of them, jointly or severally, as special representatives of this Board, may appear before a Notary Public to grant the necessary public deeds and then register those agreements that by law must be registered with the Mercantile Registry, as appropriate, signing any documents that may be necessary pursuant to such agreements.
Likewise, to authorise the Board of Directors, with the right of appointment, so that it may freely interpret, apply, execute and implement the approved resolutions, including correcting and supplementing them, as well as to delegate to any of its members the authority to grant any deed of rectification or supplementary document that may be necessary to correct any error, defect or omission that may prevent the registration of any resolution, including complying with any requirements that may be legally required for the efficacy of such resolutions.
Since July 29, 2003 when Law 26/2003 came into effect, amending Law 24/1988 of July 28 on the securities market, and the Consolidated Text of the Spanish Public Limited Companies Act, in order to strengthen the transparency of public limited companies, the members of the Board of Directors have not held shareholdings in companies that directly carry out activities that are the same, similar or complementary to the corporate purpose of the parent company, with the exception of those described below. Likewise, they do not and have not carried out activities on their own behalf or on the behalf of others, which are the same, similar or complementary to the corporate purpose of Abengoa, S.A.
The table below lists those directors that hold positions in other listed companies:
| Name | Listed Entity | Position |
|---|---|---|
| Aplicaciones Digitales S.L. | Promotora de Informaciones, S.A. | BoardMember |
| Aplicaciones Digitales S.L. | Iberia Líneas Aéreas de España, S.A. | BoardMember |
| Daniel Villalba Vilá | Vueling, S.A. | BoardMember |
In accordance with the register of significant shareholdings that the Company maintains, pursuant to the internal code of conduct in relation to the stock market, the percentage shareholdings of the directors in the capital of the Company as at 12/31/10 were as follows:
| Number ofdirect notingrights | Number ofindirect notingrights | % Total | |
|---|---|---|---|
| Mr. Felipe Benjumea Llorente | $\mathbf 0$ | 814,111 | 0.899 |
| Aplicaciones Digitales, S.L. | 925,814 | Ω | 1.023 |
| Mrs. Alicia Velarde Valiente | 400 | 0 | 0.000 |
| Mr. Carlos Sebastián Gascón | 13,000 | 12,000 | 0.028 |
| Mr. Carlos Sundheim Losada | 47,027 | 0 | 0.051 |
| Mr. Daniel Villalba Vilá | 13,630 | 0 | 0.015 |
| Mr. Fernando Solís Martínez-Campos | 50,832 | 34,440 | 0.092 |
| Mr. Ignacio Solís Guardiola | 25,336 | $\Omega$ | 0.028 |
| Mr. Javier Benjumea Llorente | 3,888 | 0 | 0.004 |
| Mr. José Joaquín Abaurre Llorente | 1,900 | $\Omega$ | 0.002 |
| Mr. José Luis Aya Abaurre | 55,076 | 0 | 0.061 |
| Mrs. María Teresa Benjumea Llorente | 12,390 | $\Omega$ | 0.013 |
| Mrs. Mercedes Gracia Díez | 500 | 0 | 0.001 |
| Mr. Manuel Sánchez Ortega | 108,800 | $\Omega$ | 0.120 |
| Mr. José Borrell Fontelles | 1,000 | 0 | 0.001 |
10.2. Company Management Structure
The Board of Directors
Composition: number and identity
Following changes to Article 39 the Corporate Bylaws, as agreed by shareholders and the Ordinary Shareholders Meeting held April 15, 2007, the maximum number of members of the Board of Directors has been set at fifteen, with respect to the nine established until that time. This modification reinforced the structure of the administration body through a number of managers that allows, on one hand, a more diversified composition and, on the other, facilitates the delegation and adoption of agreements with minimal attendance thereby ensuring a multiple and plural presence in the Board of Directors.
| Maximum number of Board members | 15 |
|---|---|
| Minimum number of Board members | ヌ |
In agreement with the recommendations established in the Unified Code of Good Government of Listed Companies, the composition of the Board bears the capital structure in mind; this enables the Board to represent in a stable fashion, the highest possible percentage of the capital and ensures protection of the general interests of the Company and its shareholders. The Board is provided, moreover, with a degree of independence in concert with the practices and professional needs of any company. Its current composition is the following:
| Abaurre Llorente, | José Joaquín |
|---|---|
| Aya Abaurre, | José Luis |
| Benjumea Llorente, | Felipe |
| Benjumea Llorente, | Javier |
| Benjumea Llorente, | M ª Teresa |
| Borrell Fontellés, | José |
| Gracia Díez, | Mercedes |
| Martín Fernández, | Miguel |
| Sebastián Gascón, | Carlos |
| Solís Guardiola, | Ignacio |
| Solís Martínez-Campos, | Fernando |
| Sundheim Losada, | Carlos |
| Terceiro Lomba, | José B. (representing Aplicaciones Digitales, S.L.) |
| Velarde Valiente, | Alicia |
| Villalba Vilá, | Daniel |
| Jiménez-Velasco Mazarío | Miguel Ángel (Secretary, non Member of the Board) |
The total number of directors is considered to be adapted to ensure the necessary representation and the effective functioning of the Board of Directors.
Without prejudice that the independence is a condition that must be common to any director, without distinction due to his or her origin or appointment, basing his condition on reliability, integrity and professionalism in his or her undertakings, in agreement with the guidelines included under Law 26/2003, in the O. M. 3722/2003 and in the Unified Code of Good Governance of Listed Companies, the classification of the current directors is as follows:
| Felipe Benjumea Llorente | - Executive President |
|---|---|
| José B. Terceiro (representing Aplicaciones Digitales, S.L.) | - Executive (Vice-President)- Member of the Audit Committee- Member of the Appointment and Remuneration Committee |
| Manuel Sánchez Ortega | - Executive, Chief Executive Officer |
| José Joaquín Abaurre Llorente | - External, weekly assistant- Member of Audit Committee |
| José Luis Aya Abaurre | - External, weekly assistant- Member of the Appointment and Remuneration Committee |
| Javier Benjumea Llorente | - External, weekly assistant |
| Mª Teresa Benjumea Llorente | - External, weekly assistant |
| José Borrell Fontelles | - Independent |
| Mercedes Gracia Díez | - Independent- Member of the Audit Committee |
| Carlos Sebastián Gascón | - Independent- Chairman of the Appointment and Remuneration Committee |
| Ignacio Solís Guardiola | - External, weekly assistant |
| Fernando Solís Martínez-Campos | - External, weekly assistant |
| Carlos Sundheim Losada | - External, weekly assistant |
| Daniel Villalba Vilá | - Independent- Member of the Appointment and Remuneration Committee- Chairman of the Audit Committee |
| Alicia Velarde Valiente | - Independent- Member of the Appointment and Remuneration Committee |
As may be seen in the table above, the Board is made up of a majority of external, non-executive directors.
Organisational and functional rules
The Board of Directors is governed by the Board Regulations, by the Corporate Bylaws and by the Internal Securities Exchange Code of Conduct. The Board Regulations were initially approved by the Board at a meeting on January 18, 1998, clearly in anticipation of the current rules of good governance and internal efficient application. The most recent update of note took place on June 29, 2003, in order to incorporate matters relating to the Audit Committee as established under the Financial System Reform Act.
Structure:
The Board of Directors is currently made up of 15 members. The Board Regulations cover the composition of the Board, the functions and its internal organisation; additionally, there is the Internal Stock Exchange Code of Conduct, the scope of which covers the Board of Directors, senior management and all those employees who, due to their skills or roles, are also impacted by its content. The Shareholder Meeting rules cover the formal aspects and other aspects of the shareholder meetings. Finally, the Board is supported by the Audit Committee and the Remuneration Committee, which in turn are subject to their own respective Internal Governance Rules. All such rules, included within the revised Internal Corporate Governance Rules, are available on the Company website, www.abengoa.com.
Since its inception, the Remuneration Committee has been analysing the structure of the governing bodies of the Company and has worked to align such bodies with regulations in force regarding governance, focusing in particular on the historical and current configuration of such ruling bodies within Abengoa. Consequently, in February 2007 the committee recommended the creation of a Coordination Director, as well as the dissolution of the Advisory Committee to the Board of Directors. The first recommendation was to align the Company with the latest corporate governance recommendations in Spain in 2006; the second recommendation reflected that the advisory board had completed the role for which it was established in the first place, and that its coexistence with the remaining company bodies could create a potential conflict of roles. Both proposals were approved by the Board of Directors in February 2007 as well as by the shareholders at the ordinary general meeting on April 15 of the same year.
Finally, in October 2007 the Committee proposed to the Board the resignation of Mr. Javier Benjumea Llorente as Vice-president, along with the revoking of any powers which had been granted, and the naming of a new representative, being an Abengoa representative, being an Abengoa representative, or a Focus-Abengoa Foundation representative, for all those entities where he would have a responsible post.
On the basis of the foregoing, the committee decided that it would be opportune to repeat the study on numbers and conditions of the vice-president to the Board of Directors within the current structure of the company's governing bodies.
As a result, the Committee considered it necessary that the vice-president of Abengoa hold the powers as per the Law for Anonymous Companies so that, on the one hand, he or she is granted full representation of the company and, on the other, the functions of the president of the board. On this basis it was considered that the Coordinating Director – in accordance with the responsibilities as assigned to the role by the Board of Directors (February 2007) and at the Shareholder Meeting (April 2007) – was ideal for the role, in addressing the corporate governance recommendations and the structure of the company, as well as the composition and diversity of the directors. The coordination director already has the duty to take into account the concerns and goals of the board members and, to achieve this, has the power to call Board meetings and to add items to the agenda. As this role was more in substance than in title, considered the interests of the directors, and reflected a certain representation of the Board, it was considered appropriate to recognise this institution and comprehensive representation.
For the reasons mentioned, the Committee deemed it appropriate to propose Aplicaciones Digitales. S.L. (Aplidig, represented by Mr. José B. Terceiro Lomba), the current Coordination Director, as the new Vice-President of the Board. Additionally, within the representative duties, it was proposed that the vice-president, in conjunction with the president, would represent Abengoa as president of Focus-Abengoa Foundation, as well as for other foundations and institutions in which the company is or should be represented.
In light of the above, on December 10, 2007 the Board of Directors approved the appointment of Aplicaciones Digitales, S. L. (represented by Mr. José B. Terceiro Lomba), the current Coordination Director, as the new Vice-President of the Board, with unanimous consent of the independent directors regarding the retention of his role as coordination director despite being promoted to an executive board member role. Additionally, within the representative duties on July 23, 2007, the Board approved that the vice-president, in conjunction with the president, would also represent Abengoa as Chairman of the Focus-Abengoa Foundation Board, as well as for other foundations and institutions in which the company is or should be represented.
The Chairman of the Board, as the leading executive of the Company is granted full powers excluding those which by law are not assignable to the Board of Directors regardless the Boardattributed faculties and competences. With regards to the vice-president, also an executive role, he or she holds at the same time power over the aforementioned faculties.
At the proposal of the meeting of the Appointments and Remuneration Committee of October 25, 2010, and due to the resignation as a director of Mr Miguel Martín Fernández due to other professional commitments, the Committee agreed to appoint Mr Manuel Sánchez Ortega as CEO for a period of four years, by co-optation. Mr Manuel Sánchez Ortega shares the executive functions of the Company with Mr Felipe Benjumea Llorente.
Functions:
Annual Report 2010
The role of the Board of Directors is to undertake the necessary actions so as to achieve the corporate objectives of the Company. It is empowered to determine the financial goals of the company, agree upon the strategies necessary as proposed by senior management so as to achieve such goals, assure the future viability of the company and its competitiveness, as well as adequate leadership and management, supervising the development of the Company's business.
Appointments:
Shareholder meetings, or when applicable the Board of Directors, within the established rules and regulations, are designated the authority to appoint members of the Board. The appointee will be required to demonstrate that they have the necessary legal requirements, that they are trustworthy and that they have the required knowledge, prestige and sufficient professional references so as to undertake the functions of director.
Directors are appointed for a maximum of 4 years, although may then be re-appointed.
Cease of directors: i.
Directors will be removed from their position at the end of their tenure or under any other circumstances in accordance with the appropriate laws. Further, they should relinguish their role as Directors in the event of any incompatibility with, prevention of, a serious charge against, or noncompliance with their obligations as Directors.
'n Meetings:
In accordance with Article 42 of the Company Bylaws, the Board of Directors will meet as deemed necessary given the demands of the Company or, as a minimum requirement, three times annually, with the first meeting during the first quarter of the year. During 2010, the Board met a total of 15 times, in addition to a meeting between the Board of Directors and senior management.
Duties of the Directors:
The function of the director is to participate in the direction and control of management of the Company for the purposes of and with the aim of maximising its value for shareholders. Each director operates with the diligence and care of a loval and dedicated professional, guided by the company's interests, as a representative with complete independence to defend and protect the interests of the shareholders.
By virtue of their appointment, the directors are required to:
-
Prepare and be sufficiently and properly informed for each meeting.
-
Actively assist and participate in the meetings and decisions.
-
Avoid conflicts of interest and, in the event that they arise, to communicate such conflicts to the Company through the Board of Directors' Secretary.
-
Not to undertake duties for competing entities.
-
Not to use Company information for personal purposes.
-
Not to use the Company's business opportunities for their own interest.
-
Maintain full confidentiality regarding information received within their role as Director of the Company.
-
Abstain from voting on proposals that may have an effect on them.
-
The Chairman: i.
The Chairman, in addition to the Company Bylaws and legal requirements, is the senior-most executive of the Company, and as such is effectively responsible for the management of the Company, in accordance always with the criteria and decisions of the Board of Directors and the Shareholder meetings. The Chairman is responsible for implementing the decisions made by the company's management bodies, through application of the powers as permanently granted to him by the Board of Directors, which he represents in all aspects. The Chairman also casts the deciding vote on the Board of Directors.
The Chairman is also the Chief Executive Officer. The following measures are in place to prevent an accumulation of power.
Under Article 44 bis of the Company Bylaws, on December 2, 2002 and February 24, 2003 the Board of Directors agreed to appoint the Audit Committee and the Appointment and Remuneration Committee.
These committees have the powers, which may not be delegated, as per the Law, the Company Bylaw and internal regulations, acting as regulatory body and supervisory body associate with the matters over which they chair.
Both are chaired by a non-executive independent director and are comprised of a majority of nonexecutive directors.
The Secretary: ä,
The Secretary to the Board of Directors undertakes those responsibilities as required by law. Currently the role of Secretary and that of Legal Counsel to the Board is undertaken by the same person, being responsible for the correct calling of meetings and that resolutions are properly implemented by the Board. In particular, he will advise the Board as to the legality of proposed deliberations and decisions and upon compliance with the Company's internal corporate governance regulations, making him responsible as a guarantor of the legality, both in law and in substance, of the actions of the Board.
The Secretary, as a specialised role, quarantees the legality in law and in substance of the actions of the Board, with the full support of the board to perform their duties with independent judgement and substance. He or she is also responsible for safeguarding the internal rules of corporate governance.
Resolutions:
Decisions are made by a simple majority of those directors present at the meeting (present of represented) in each meeting, with the exception of legal matters as previously set out.
Compensation and other benefits
Salaries:
Directors are remunerated in accordance with Article 39 of the Company Bylaws. The director's remuneration may consist of a fixed amount as agreed at the Shareholders Meeting, and need not be equal for all directors. Additionally they may receive a proportion of retained earnings of the Company, of between 5 and 10 percent, maximum, of earnings after dividends in the year to which the remuneration relates. Additionally, costs of relocations are recovered, if undertaken as part of their role as Director.
The total remuneration paid during 2010 to the whole of the Board of Directors was £8,912,000 for fixed and variable remuneration concepts including expenses, (2.2% higher than 2009) and €137,995 for other concepts.
Additionally, during 2010 the remuneration paid to the Company's senior management team, as shown below (members of the senior management team that are not executive directors, indicating the total remuneration paid to them during the year) for all concepts (fixed and variable) totalled €7,216,000.
| Name | AttendanceAllowance andOther Remune.As BoardMember | Remunerationsas Commissionsmember of theBoard | Remunerationsas BoardMember ofOtherCompanies ofthe Group | Remunerationsfor HighManagementFunctions -Executive BoardMembers | Otherremuneration | Totals |
|---|---|---|---|---|---|---|
| Felipe Benjumea Llorente | 93 | ÷. | ä, | 3,390 | 3,483 | |
| Aplidig, S.L. (1) | 180 | $\sim$ | $\sim$ | 2.804 | 2,984 | |
| Miguel A. Jiménez-Velasco Mazarío (2) | 19 | ٠ | $\sim$ | 107 | 126 | |
| José B. Terceiro Lomba | $\overline{\phantom{a}}$ | 25 | 25 | |||
| Carlos Sebastián Gascón | 166 | 110 | 34 | $\sim$ | 310 | |
| Daniel Villalba Vilá | 166 | 110 | 34 | 310 | ||
| Mercedes Gracia Díez | 110 | 44 | $\sim$ | 154 | ||
| Miguel Martín Fernández | 121 | 33 | $\sim$ | $\overline{\phantom{a}}$ | 154 | |
| Alicia Velarde Valiente | 110 | 44 | $\sim$ | $\sim$ | 154 | |
| José Borrell Fontelles (3) | 200 | 100 | 300 | |||
| José Luis Aya Abaurre | 110 | 44 | $\sim$ | $\sim$ | 154 | |
| José Joaquín Abaurre Llorente | 110 | 44 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 154 | |
| Maria Teresa Benjumea Llorente | 78 | $\sim$ | 24 | $\sim$ | 102 | |
| Javier Benjumea Llorente | 78 | $\overline{\phantom{a}}$ | 190 | 268 | ||
| Ignacio Solís Guardiola | 78 | $\sim$ | $\overline{\phantom{a}}$ | $\sim$ | 78 | |
| Fernando Solís Martínez-Campos | 78 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 78 | |
| Carlos Sundhein Losada | 78 | ۰ | $\sim$ | $\sim$ | 78 | |
| Total | 1,775 | 529 | 117 | 6,301 | 190 | 8,912 |
Note (1): Represented by Mr José B. Terceiro Lomba Note (2): Since 10/25/10
Annual Report 2010
For more information on the Corporate Governance Report, the appendix of this Management Report contains the complete version which has been subjected to independent verification by our auditors who have issued opinion of reasonable assurance based on the ISAE 3000 standard "Assurance Engagements other than Audits or Reviews of Historical Financial Information" issued by the International Auditing and Assurance Standard Board (IAASB) of the International Federation of Accountants (IFAC).
11.- Appointments and Remuneration Committee
11.1. Introduction
The Appointments and Remuneration Committee was constituted by the Abengoa, S. A. Board of Directors on February 24, 2003, under the scope of Article 29 of the Rules of the Board of Directors, for the purposes of incorporating the recommendations, regarding said committee, of Law 44/2002 of Financial System Reform. The Board also approved the Internal Regime Regulation.
11.2. Composition
The Composition of the committee is as follows:
| Daniel Villalba Vilá | - Chairman- Non-executive independent advisor |
|---|---|
| Aplicaciones Digitales, S.L. (representedby José B. Terceiro Lomba) | - Voting member- Executive Advisor |
| José Luis Aya Abaurre | - Voting member- Non-executive Dominical |
| Alicia Velarde Valiente | - Voting member- Non-executive independent advisor |
| Carlos Sebastián Gascón | - Voting member- Non-executive independent advisor |
| José Marcos Romero | - Secretary non-Advisor |
The Secretary was appointed to the Committee on January 28, 2004 by written agreement without Committee meeting; the president was appointed to the Committee on October 19, 2006.
As such, the Committee is made up of one executive director and four non-executive directors, with which it complies with the requirements of the Financial System Reform law. Additionally, as set out in Article 2 of the Internal Rules, it is required that the President of the Committee is a non-executive appointment.
11.3. Duties and Functions
The duties and functions of the Appointments and Remuneration Committee are:
- To inform the Board of Directors of appointments, re-elections, terminations and remunerations of the 1. Board and its members, as well as upon general remuneration and incentives policy for the Board and senior management.
- $2.$ To inform the board of Directors, with advanced notice, all appointments or removals proposed by directors at the Shareholder Meeting, even in case of co-optation by the Board of Directors; annually verify that the strict conditions necessary for the appointment of a director are maintained (the character and nature of those assigned), preparation of information which will be included within the annual report. The Appointments and Remuneration Committee will oversee that, to fill vacancies, the selection process is not affected by implicit bias which may stand in the way of the appointment and that the potential candidates include women which fit the required profile.
- To prepare an annual report on the activities of the Appointments and Remuneration Committee, which is $\mathcal{L}$ to be included as part of the Management Report.
Meeting and the calling of meetings
To comply with the aforementioned duties, the Appointments and Remuneration Committee will meet when necessary and, as a minimum requirement, once every half year. They will also meet at any time at the discretion of the chairman. The meeting will be valid only once all members that are present and agree that the meeting is in progress.
The Committee met six times during 2010. Important issues discussed at these meetings included proposals to appoint or re-appoint members of the Board of Directors and appointments of members of the International Advisory Committee of the Board of Directors, as well as ensuring that the appropriate conditions have been met in appointing directors and with regards to their suitability and classification.
11.4. Quorum
The committee is considered to be quorate when the majority of its members are present. The delegation of attendance may only be granted to a non-executive member.
A decision or resolution requires the majority vote, in favour, of all those present or represented. In the event of a tie, the chairman shall cast the deciding vote.
Acting as secretary, the Company Director of Remuneration will also attend the meetings.
Analysis and proposals made by the Committee
- Monitoring and evolution of the remuneration of the members of the Company's Board of Directors and ċ senior management.
- Proposals for the remuneration of members of the Company's Board of Directors and senior management.
- Preparation of the corresponding information to be included in the financial statements.
- Proposal to the Board of Directors to appoint, by co-optation, Mr Manuel Sánchez Ortega as director, following the resignation of Mr Miguel Martín Fernández.
- Proposal to the Board of Directors to re-elect Ms. Mercedes Gracia Diez as a director, following the end of her previous term.
- Proposal to the Board of Directors, to be presented to the next General Shareholders' Meeting, to ratify Mr Manuel Sánchez Ortega as a director, previously appointed by co-optation (10.25.10) as an executive director.
- Proposal to the Board of Directors to approve the annual report on the directors' remuneration policy.
- Report to verify that the conditions for appointing directors, their characteristics and the type of directorships, have been met.
- Presentation to the Board of Directors of the report on the remuneration of members of the Board of Directors and the CEO.
- Reports on market studies carried out by independent experts and remuneration comparisons.
- Analysis on the remuneration of executives of different companies of the Group.
12.- Further Information
To correctly measure and value the business and the results obtained by Abengoa, it is necessary to draw out the business trends from the consolidated figures.
In addition to the accounting information, as provided within the financial accounts and within this management report, Abengoa also publishes an "Annual Report" which sets out the key events of 2010. This report is available in Spanish, English and French. The Annual Report, which is published prior to the shareholder meeting at which the financial statements of 2010 will be approved, includes not only the consolidated accounts of Abengoa, as well as the strategic objectives of the business and the key events of the five Business Units into which Abengoa is structured as of December 31, 2010.
The annual report is available on the Company's website at www.abengoa.com.
The requirement to provide the market with information which is useful, truthful, complete, comparable and up-to-date would not be of such value to the user if the means of communicating such information were insufficient, as it would result in such information not being as effective, timely and useful. As such, the Aldama Report, the Financial System Reform Law and the Transparency law recommend and enforce, in the light of recent technologies, the use of awebsite by listed companies as an information tool (including historical, qualitative and quantitative data on the company) and a means of disseminating information (on a timely or real-time basis, making such information available to investors).
Abengoa has a website, which was recently renewed and updated, that features far-reaching and comprehensive content, including information and documentation made available to the public and, in particular to shareholders. This website offers periodic information (quarterly and half-yearly) as well as other relevant information and facts upon which it is mandatory that Abengoa report to the CNMV to comply with the rules of the stock exchange. Through this website, it is also possible to request a copy of the Annual Report.
13.- Events after the end of the year.
Following the close of the financial period no events have arising or occurred which could significantly influence the information as reflected in the consolidated financial statements as prepared by the Company with this date, or which stand out due to being particularly of note or importance.
Annual Report 2010ABENGOA Consolidated Management Report
Appendix to Management Report
Listed Public Limited CompaniesYear close date: 31/12/2010Tax identification number (Spanish C.I.F.): A-41002288 Company name: Abengoa, S.A.
Annual Corporate Governance Report for Listed Public Limited Companies
A - Ownership Structure
A.1. Complete the following table on the company's share capital:
| Date of last change | Share capital $(\epsilon)$ | $\mathsf{N}^{\mathsf{o}}$ of shares $\mathsf{N}^{\mathsf{o}}$ of voting rights | |
|---|---|---|---|
| 24/06/2001 | 22.617.420 | 90,469,680 | 90,469,680 |
Indicate whether different types of shares exist with different associated rights:
No
A.2. List the direct and indirect holders of significant ownership interests in your company at year-end, excluding directors:
| Personal or corporatename of shareholder | voting rights | Number of direct Number of indirectvoting rights | % of totalvoting rights |
|---|---|---|---|
| Inversión Corporativa,I.C. S.A. | 45,234,723 | 5,465,183 | 56.041 |
| Finarpisa, S.A. | 5,465,183 | $\bigcap$ | 6.041 |
| BNP Paribas España, S.A. | 2,819,442 | 3.116 |
| Personal orcorporate nameHeld through:personal orcorporate | Name of the directholder directvoting of theinterest rights | Number oftotal votingrights of theindirect holderof the interest | % of totalvoting rightsof the indirectholder of theinterest |
|---|---|---|---|
| Inversión CorporativaIC, S.A | Finarpisa | 5,465,183 | 6.041 |
Indicate the most significant movements in the shareholding structure of the company over the year:
None
A.3 Complete the following tables on those company directorsthat hold voting rights through company shares:
| Personal or corporate nameof the shareholder | N° of directvoting rights | Number ofindirect votingrights (*) | % of total votingrights |
|---|---|---|---|
| Felipe Benjumea Llórente | 814,111 | 0.899 | |
| Javier Benjumea Llorente | 3,888 | $\Omega$ | 0.004 |
| Manuel Sánchez Ortega | 108,800 | $\Omega$ | 0.120 |
| José Joaquín Abaurre Llorente | 1,900 | $\Omega$ | 0.0021 |
| José Luis Aya Abaurre | 55,076 | $\bigcap$ | 0.061 |
| Aplicaciones Digitales S.L. | 925,814 | $\bigcap$ | 1.023 |
| Alicia Velarde Valiente | 400 | $\Omega$ | 0.0004 |
| Daniel Villalba Vilá | 13,630 | $\Omega$ | 0.015 |
| Carlos Sebastián Gascón | 13,000 | 12,000 | 0.028 |
| Mercedes Gracia Díez | 500 | $\bigcap$ | 0.0005 |
| M ª Teresa Benjumea Llorente | 12,390 | $\Omega$ | 0.013 |
| Ignacio Solís Guardiola | 25,336 | $\Omega$ | 0.0280 |
| Fernando Solís Martínez Campos | 50,832 | 34,440 | 0.092 |
| Carlos Sundheim Losada | 47,027 | $\Omega$ | 0.051 |
| Jose Borrell Fontelles | 1,000 | $\Omega$ | 0.0011 |
| Personal or corporatename of the indirectholder of the ownershipinterest | Held through:personal or corporatename of the directholder of theownership interest | Number ofdirect votingrights | % of totalvoting rights |
|---|---|---|---|
| Felipe Benjumea Llórente | Ardachon, S.L. | 814,111 | 0.899 |
| Fernando Solís Martínez-Campos | Dehesa del Mesto, S.A. | 34,440 | 0.037 |
| Carlos Sebastián Gascón | Banca Inversiones S.L | 12,000 | 0.013 |
% of total voting rights held by the members of the Board of Directors
2.3381%
Complete the following tables on those members of the company's Board of Directors that hold rights over company shares:
The directors do not hold rights over company shares.
A.4 Indicate, as applicable, any family, commercial, contractual or corporate relations between owners of significant shareholdings, insofar as these as known by the company, unless they bear little relevance or arise from ordinary trading or course of business:
No record.
A.5 Indicate, as applicable, any commercial, contractual or corporate relations between owners of significant shareholdings on the one hand, and the company and/or its group on the other, unless these bear little relevance or arise from ordinary trading or course of business:
No record.
A.6 Indicate whether any shareholders' agreements affecting the company have been communicated to the company pursuant to Art. 112 of the Spanish Securities Market Act (Lev del Mercado de Valores). If so, provide a brief description and list the shareholders bound by the agreement:
No record.
Specify whether the company is aware of the existence of any concerted actions among its shareholders. If so, provide a brief description:
No record.
Expressly indicate any amendments to, or terminations of such agreements or concerted actions during the year:
No record.
A.7 Indicate whether any individuals or bodies corporate currently exercise, or could exercise control over the company pursuant to Article 4 of the Spanish Securities Market Act (Ley del Mercado de Valores). If so, please identify:
Personal or corporate name:
Inversión Corporativa, I.C., S.A.
Comments.
In accordance with Article 4 of the Spanish Securities Market Act, the company Inversión Corporativa holds more than 50% of the share capital.
A.8 Complete los siguientes cuadros sobre la autocartera de la sociedad:
At year end:
| Number of direct shares | Number of indirect shares | % of total share capital |
|---|---|---|
| 225.250 | 0.25 |
Provide details of any significant changes during the year, in accordance with Royal Decree 1362/2007 (Real Decreto 1362/2007).
| Date ofcommunication | shares acquired | Total nº of direct Total nº of indirectshares acquired | % of total sharecapital |
|---|---|---|---|
| 31/12/2010 | 10,276,598 | 113 | |
| Capital gains/(losses) on treasury stock disposed of over the period $(-1, 144, 175.71)$ |
A.9 Provide details of the applicable conditions and timeframes governing the powers of the Board of Directors, as conferred by the General Shareholders' Meeting, to acquire and/or transfer treasury stock.
The Ordinary General Assembly of Shareholders' Meeting held on 11th April 2010 granted authorization to the Board of Directors for the share buyback of the company's own shares, whether directly or through subsidiaries or companies in which shares are held up, to the maximum envisaged in the current provisions at a price ranging from six Euros $(\epsilon 6)$ minimum to sixty Euros (€60) maximum per share. Said authorization is valid for eighteen (18) months counting from date granted, and shall remain subject to the Fourth Section of Chapter IV of the Consolidated Text of the LSA.
On November 19, 2007, the company signed an agreement with Santander Investment Bolsa, S.V., the aim being to enhance the liquidity of transactions involving shares, ensure consistent stock prices and avoid fluctuations caused by non-market trends, without this contract interfering with the normal functioning of the market and in strict compliance with applicable stock market law. Although the agreement does not meet the conditions set forth in Circular Notice 3 dated 19 December 2007 (Circular 3/2007) of the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de Valores, hereinafter CNMV), Abengoa has been voluntarily complying with the information reporting requirements prescribed by said Circular Notice 3/2007 for such purpose. The transactions effected under the aforesaid Agreement have been duly communicated on a quarterly basis to the Spanish CNMV and likewise posted on the company's website.
On December 31, 2010, the balance of treasury stock amounted to 225,250.
In relation to transactions performed over the year, the number of treasury shares acquired stood at 10,276,598 while treasury shares disposed of amounted to 10,196,803, with a net operating result of - 1,144,175.71€.
A.10 Indicate, as applicable, any restrictions imposed by law or the Bylaws on voting rights, as well as any legal restrictions on the acquisition or transfer of ownership interests in the share capital. Indicate whether there are any legal restrictions on exercising voting rights:
Maximum percentage of voting rights that a shareholder may exercise by reason of legal restriction:
No restriction.
Indicate whether there are any restrictions included in the company's Bylaws on exercising voting rights:
No.
Maximum percentage of voting rights that a shareholder may exercise by reason of restrictions included in the Bylaws
No restriction.
Indicate whether there are any legal restrictions on the acquisition or transfer of holdings in the share capital:
No restriction.
A.11 Indicate whether the General Shareholders' Meeting has agreed to adopt neutralization measures to prevent a public takeover bid pursuant to the provisions of Act 6/2007 (Lev 6/2007).
The matter has not arisen.
Where applicable, explain the approved measures and terms under which restrictions will be rendered ineffective:
B.1 Board of Directors
B.1.1 Indicate the maximum and minimum number of directors stipulated in the company Bylaws:
| Maximum number of directors | Minimum number of directors |
|---|---|
B.1.2 Complete the following table on the members of the Board of Directors:
| Personal orcorporate nameof the member | Representative | Seat onthe board | Date of1st appt. | Date oflast appt. | Election procedure |
|---|---|---|---|---|---|
| Felipe BenjumeaLlorente | ExecutiveChairman | 25/06/1983 | 05/04/2009 | Voting Rights inShareholders' Assembly | |
| AplicacionesDigitales, S.L. | José B. TercerioLomba | Executive DeputyChairman | 15/04/2007 | 15/04/2007 | Voting Rights inShareholders' Assembly |
| Alicia VelardeValiente | Board member | 06/04/2008 | 06/04/2008 | Voting Rights inShareholders' Assembly | |
| Carlos SebastiánGascón | Board member | 26/06/2005 | 05/04/2009 | Voting Rights inShareholders' Assembly | |
| Carlos SundheimLosada | Board member | 15/04/2007 | 15/04/2007 | Voting Rights inShareholders' Assembly | |
| Daniel Villalba Vilá | Board member | 28/02/2005 | 05/04/2009 | Voting Rights inShareholders' Assembly | |
| Fernando SolísMartínez-Campos | Board member | 15/04/2007 | 15/04/2007 | Voting Rights inShareholders' Assembly | |
| Ignacio SolísGuardiola | Board member | 15/04/2007 | 15/04/2007 | Voting Rights inShareholders' Assembly | |
| Javier BenjumeaLlórente | Board member | 25/06/1983 | 05/04/2009 | Voting Rights inShareholders' Assembly | |
| José BorrellFontelles | Board member | 27/07/2009 | 11/04/2010 | Voting Rights inShareholders' Assembly | |
| José JoaquínAbaurre Llórente | Board member | 25/06/1988 | 05/04/2009 | Voting Rights inShareholders' Assembly | |
| José Luis AyaAbaurre | Board member | 25/06/1983 | 05/04/2009 | Voting Rights inShareholders' Assembly | |
| María TeresaBenjumea Llórente | Board member | 15/04/2007 | 15/04/2007 | Voting Rights inShareholders' Assembly | |
| MercedesGracia Diez | Board member | 12/12/2005 | 11/04/2010 | Voting Rights inShareholders' Assembly | |
| Manuel SánchezOrtega | CEO | 25/10/2010 | 25/10/2010 | (Co-optation) |
Annual Report 2010ABENGOA
Identify any members who left the Board of Directors over the period:
Mr. Miguel Martín Fernández, dated 25th October 2010.
B.1.3 Complete the following tables on the different types of members of the board:
Executive directors
| Personal or corporatename of the director | Committee that proposedthe appointment | Position within thecompany structure |
|---|---|---|
| Felipe Benjumea Llorente | Board of Directors | Executive-Chairman |
| Aplicaciones Digitales, S.L. | Appointments andRemuneration Committee | Executive Deputy Chairman |
| Manuel Sanchez Ortega | Appointments andRemuneration Committee | CEO |
Total number of Board members Total % of Board
3 20%
Independent External Directors
| Personal or corporatename of the director | Committee thatproposed theappointment | Personal or corporate nameof the significant shareholderthey represent or whichproposed their appointment |
|---|---|---|
| Fernando SolísMartínez-Campos. | Appointmentsand RemunerationCommittee | Inversión Corporativa, I.C., S.A.Ignacio Solís Guardiola. |
| M a . TeresaBenjumea Llorente | Appointmentsand RemunerationCommittee | Inversión Corporativa, I.C., S.A. |
| Javier Benjumea Llorente | Board of Directors | Inversión Corporativa, I.C., S.A. |
| José Joaquín Abaurre Llorente | Board of Directors | Inversión Corporativa, I.C., S.A. |
| José Luis Aya Abaurre | Board of Directors | Inversión Corporativa, I.C., S.A. |
| M a . TeresaBenjumea Llorente | Appointmentsand RemunerationCommittee | Inversión Corporativa, I.C., S.A. |
| Carlos Sundheim Losada | Appointmentsand RemunerationCommittee | Inversión Corporativa, I.C., S.A. |
Total number of proprietary directors % of total Board of Directors
$\overline{7}$ 46.667 Independent external directors
Personal or corporate name of the director: Prof. Alicia Velarde Valiente Profile: Independent
She was born in Madrid on 28th October 1964 and studied at ICE Pablo VI from where she graduated with Magna Cum Laude. Law Degree from San Pablo University Studies Centre (Universidad Complutense) obtaining 21 distinctions (A+), 3 As and 1 A-. In 1990 she passed the Notary exams and became a Notary Public. During the 1994-1995 academic years she taught Civil Law at Universidad Francisco de Vitoria, where she remained until 1999. She is still connected with this University where from 1999 to the present, she teaches Master Lectures in the Masters in Canon Law, under the Directorship of Mr. José Mª Iglesias Altuna.
Personal or corporate name of the director: Prof. Carlos Sebastián Gascón Profile: Independent
Mr Gascón (born in Madrid in 1944) studied at the universities of Madrid, Essex (UK) and the London School of Economics. He has been professor of Introduction to Economic Analysis at Madrid's Universidad Complutense since 1984. Outside his academic life, he has served as Director General for Planning attached to the Spanish Ministry of the Economy, director of the Fundación de Estudios de Economía Aplicada (FEDEA) and consultant and director of various private companies. He currently sits on the boards of Abengoa, S.A., Abengoa Bioenergía, S.A. and Gesif, S.A. He is likewise a member of the Boards of Trustee of Fundación Real Madrid and of the Scientific Committee of Fundación de Estudios Financieros. He has written many articles and papers on macroeconomics, the workplace, economic growth and the institutional economy and is also a regular columnist for the Cinco Días economic newspaper.
Personal or corporate name of the director: Prof. Daniel Villalba Vilá Profile: Independent
Daniel Villalba is Professor of Business Economics at the Universidad Autónoma de Madrid, PhD in Economics by the Universidad Autónoma de Madrid and Master of Science in Operations Research by the Stanford University. He has been CEO of Inverban (a broker and investment bank), member of the Board of Directors at the Madrid Stock Exchange (actually BME) and CEO or member of the board of directors of several non public companies and member of the Board of Directors of Vueling S.A. He also has written more than fifty academic papers and books
Personal or corporate name of the director: Prof. Mercedes Gracia Díez Profile: Independent
Professor of Econometrics at Madrid's Universidad Complutense and at Centro Universitario de Estudios Financieros. She has had her scientific work published in the Journal of Business and Economic Statistics, Review of Labor Economics and Industrial Relations, Applied Economics and the Journal of Systems and Information Technology. Director of Balance Sheet Management at Caja Madrid (1996-1999). Head of the Economics and Law Division of the Agencia Nacional de Evaluación y Prospectiva (1993-1996).
Personal or corporate name of the director: Prof. José Borrell Fontelles Profile: Independent
Mr Borrell Fontelles (born 24/04/1947) is professor of Introduction to Economic Analysis at Madrid's Universidad Complutense and is to be the next Chairman of the European University Institute in Florence. He studied aeronautic engineering at the Universidad Politécnica in Madrid, and also holds a doctorate in Economic Sciences, a master's degree in Operations Research from Stanford and a further master's from Paris' Institut Francais du Pétrole. He worked as an engineer at Compañia Española de Petróleos (1972-1981) and, between 1982 and 1996, he served successively as Secretary General for Budget, Secretary of State for Finance and Minister for Public Works, Telecommunications, Transport and the Environment. He was Chairperson of the European Parliament over the first half of the 2004-2009 legislative term and Chairperson of the Development Assistance Committee over the second.
Total number of independent directors $\overline{5}$ % of total Board of Directors 33.3%
The Audit Committee and the Appointment and Remunerations Committee were formed on 2nd December 2002 and on 24th February 2003, respectively. On the same date, the Board of Administration prepared a proposal to modify the Bylaws for the purpose of incorporating the forecasts relating to the Audit Committee, the proposal of the Regulations on the development of Shareholders Assemblies, the partial modifications to the Regulations of the Board of Administration and, finally, the Regulations on the internal system of the Audit Committee and of the Appointment and Remunerations Committee, approved by the General Assembly on 29th June 2003.
In February 2004 the composition of both commissions was modified for the purpose of permitting independent board members from outside the Company to become members of those commissions. Consequently, the Audit Committee and the Appointment and Remunerations Committee were now made up of board members, all of whom were nonexecutive and most of whom were independent, in accordance with what is established in the Financial System Reform Law. As a result, the first two independent board members were appointed by the Board of Administration since there was still, logically, no appointment committee. Said independence is also ratified on annual basis by the Appointment Commission. Upon its forming, the proposal for the appointment of board members became part of its competence, and since then the aforementioned commission has been the one making the proposals to the Board of Administration
Other external directors
None.
Explain the reasons for why these cannot be considered independent or proprietary directors and detail their connections with the company, its executives or its shareholders.
Not applicable.
Detail any changes in the classification of directors that may have taken place over the year:
No changes occurred in the type of board member. From 25/10/2010 onwards the number of board members rose to three following the appointment of Mr. Manuel Sánchez Ortega as CEO to share the executive duties of the company with Mr. Felipe Benjumea Llorente.
B.1.4 Explain, where applicable, the reasons for why proprietary directors have been appointed at the request of shareholders whose stake amounts to less than 5% of the share capital.
Not applicable.
Detail any failure to address formal requests for board representation made by shareholders whose stake equals or exceeds that of others at whose request proprietary directors have been appointed. If so, explain why the request was not entertained.
Not applicable.
B.1.5 Indicate whether any director has left their post before the end of their term of office, whether they explained their reasons to the Board and by which means and, if this was served in writing to the entire Board, explain the reasons given as a bare minimum:
Following the resignation of Mr. Miguel Martín Fernández as Board Member due to the increase in his other professional responsibilities, and on the proposal of the Appointments and Remunerations Committee dated 25th October 2010, Mr. Manuel Sanchez Ortega was appointed CEO by co-optation for a four-year term.
B.1.6 Indicate, if applicable, the powers vested in any Chief Executive Officers:
All CEO-related faculties are vested in Messrs. Manuel Sánchez Ortega and Felipe Benjumea Llorente. A General Power of Attorney has been conferred upon Mr. José Terceiro.
B.1.7 Identify, where applicable, any Board members who hold administrative or executive posts in other companies that belong to the same business group as the listed company subject to this report:
| Personal or corporatename of the member | Company nameof the group entity | Post |
|---|---|---|
| José Joaquín Abaurre Llórente | Telvent Tráfico y Transporte, S.A. | Board member |
| María Teresa Benjumea Llorente | Telvent Tráfico y Transporte, S.A. | Board member |
| Carlos Sebastián Gascón | Abengoa Bioenergía, S.A. | Board member |
| Daniel Villalba Vilá | Abengoa Bioenergía, S.A. | Board member |
| José B. Terceiro | Telvent Git, S.A. | Board member |
| José B. Terceiro | Bioetanol Galicia, S.A. | Chairman |
B.1.8 Provide details, where applicable, of any company Board members who also sit on the boards of other entities that do not belong to the same business group and are listed on official securities markets in Spain, insofar as these are known by the company:
| Personal or corporatename of the member | Corporate nameof the listed entity | Post |
|---|---|---|
| Aplicaciones Digitales S.L | Iberia Linea Aéreas de España, S.A. | Board member |
| Aplicaciones Digitales S.L | Promotora de Informaciones, S.A. | Board member |
| Daniel Villalba Vilá | Vueling Airlines, S.A. | Board member |
B.1.9 Indicate whether the company has established rules on the number of Boards on which its own Board members may sit. If so, provide details:
$No$
B.1.10 In relation to recommendation number 8 of the Unified Code, indicate the company's general strategies and policies that must be approved by plenary session of the Board of Directors:
Investment and financing policy. Yes
Definition of the structure of the business group. Yes
Annual Report 2010ABENGOA Annual Report on Corporate Governance
Corporate governance policy. Yes
Corporate social responsibility policy. Yes
Strategic or Business Plan, as well as the budget and management targets. Yes
The remuneration and performance assessment policy for senior executives. Yes
Risk control and management policy, as well as the periodic monitoring of internal information and control systems. Yes
Dividends and treasury stock policy and, in particular, limits thereto. Yes
B.1.11 Complete the following tables on the aggregate remuneration of Board members accrued over the financial year:
a) For the company covered by this report:
| Type of remuneration | Figures in thousands of euros |
|---|---|
| Fixed remuneration | 693 |
| Variable remuneration | 5,608 |
| Allowances | 2,304 |
| Benefits as per Bylaws | |
| Share options and/or other financial instruments | |
| Others | 190 |
| Total | 8.795 |
| Other benefits | Figures in thousands of euros |
|---|---|
| Advance payments | |
| Loans granted | |
| Pension funds and plans: Contributions | |
| Pension funds and plans: Acquired obligations | |
| Life insurance premiums | |
| Guarantees created by the companyin favour of Board members |
b) Remuneration payable to members of the company's Board of Directors due to positions held on other Boards of Directors and/or within the senior management of other group companies:
| Type of remuneration | Figures in thousands of euros |
|---|---|
| Fixed remuneration | 117 |
| Variable remuneration | |
| Allowances | |
| Benefits as per Bylaws | |
| Share options and/or other financial instruments | |
| Others | |
| Total |
| Other benefits | Figures in thousands of euros |
|---|---|
| Advance payments | |
| Loans granted | |
| Pension funds and plans: Contributions | |
| Pension funds and plans: Acquired obligations | |
| Life insurance premiums | |
| Guarantees created by the companyin favour of Board members |
c) Total remuneration by type of director:
| Type of director | Fort he company | Fort he group |
|---|---|---|
| Executive | 6,593 | |
| External, proprietary | 888 | 24 |
| External independent | 1,314 | 93. |
| Other external | $\sim$ | |
| Total: | 8,795 |
d) Profit attributed to the parent company:
| Total remuneration to directors (in thousand euros) | 8.912 |
|---|---|
| Total remuneration to directors/profitattributed to the parent company (expressed as %) | 4.30% |
B.1.12 Identity any members of the senior management that are not in turn executive directors, and indicate the total remuneration payable thereto during the financial year:
| Personal or corporate name: | Position |
|---|---|
| Javier Salgado Leirado | Director of the Bioenergy Business Group |
| Javier Molina Montes | Director of the Environment Business Group |
| Ignacio González Domínguez | Director of IT Business Group |
| Alfonso González Domínguez | Director of Ind. Engineering and Construction |
| Santiago Seage Medela | Director of Solar Business Group |
| Miguel Ángel Jiménez-Velasco Mazarío | General Secretary |
| José Marcos Romero | Director of Appointments and Remuneration |
| Jose Domínguez Abascal | Technical General Secretary |
| Álvaro Polo Guerrero | Director of Human Resources |
| Luis Fernández Mateo | Director of Organization and Budgets |
| Amando Sánchez Falcon | Financial Director |
| Juan Carlos Jiménez Lora | Director of Planning and Control |
| Luis Enrique Pizarro Maqueda | Internal Audit Director |
| Enrique Borrajo Lovera | Director of Consolidation |
| Javier Camacho Donezar | Director of strategy and Corporate Development |
| German Bejarano García | Director of International Institutional Relations |
| Fernando Martínez Salcedo | General Secretary of Sustainability |
| Bárbara Zuburía Furest | Director of Reporting and Head of Investor Relations |
Total remuneration paid to the senior management (in thousand Euros): 7,216
B.1.13 Identify, on an aggregate basis, whether members of the company's or group's senior management team, including executive directors, are afforded quarantees or golden parachute clauses in the event of dismissal or changes of control. Indicate whether these contracts must be communicated to, and/or approved by the governing bodies of the company or its group:
There are no contracts or lists of the indicated. Whatever the case may be it is the competence of the Board of Administration upon the proposal of the Appointment and Remunerations Committee, which, as already indicated, has not yet been exercised
B.1.14 Describe the process for establishing the remuneration of Board members and the relevant provisions of the Bylaws.
Process for establishing the remuneration of Board members and relevant Bylaws
Established by the Appointments and Remuneration Committee, Art. 39 of the Bylaws, Remuneration Policy Report for company directors presented to the General Shareholders' Meeting.
Indicate whether the following decisions must be approved by plenary session of the Board:
Following a proposal from the company's chief executive, the appointment and removal of senior executives, including their compensation clauses. Yes
The remuneration of Board members and, in the case of executive ones, the additional remuneration for their executive functions and other conditions set forth in their contracts. Yes
B.1.15 Indicate whether the Board of Directors approves a detailed remuneration policy and explain the matters covered therein:
Amount of fixed remuneration items, including a breakdown, where applicable, of allowances for participation on the Board and its committees and an estimation of the annual fixed remuneration to which they give rise. Yes
Variable remuneration items. $Y_{\text{P}}$
Main characteristics of the benefits system, with an estimation of their annual amount or equivalent cost.
Yes
Conditions that must be contained within the contracts of those who perform senior management functions as executive directors. Yes
B.1.16 Indicate whether the Board submits a report on the directors' remuneration policy to the advisory vote of the General Shareholders' Meeting, as a separate item on the agenda. If so, explain those aspects of the report concerning the remuneration policy as approved by the Board for forthcoming years, the most significant departures in such policies compared to that applied during the financial year in question and an overall summary of how the remuneration policy was applied over the financial year in question. Outline the role played by the Remuneration Committee and, if external consultancy was sought, the identity of the external consultants that provided it.
Yes
The 2010 financial year Appointments and Remunerations Committee issued reports on:
The follow-up and evolution of remunerations of the members of the Board of Directors and the company's top management.
The proposal of remunerations for the members of the Board of Directors and the company's top management.
The preparation of the relevant information to be included in the financial statement.
The proposal to the Board of Directors for the co-optation appointment of board member Mr. Manuel Sáanchez Ortega, following the resignation of Mr. Miguel Martín Fernández
The proposal to the Board of Directors to be submitted to the next Shareholders' General Assembly, to ratify the previous appointment of Mr. Manuel Sánchez Ortega as CEO, by co-optation.
The proposal to the Board of Directors for the approval of the annual report on the Policy of Remuneration of Administrators
The report verifying adherence to the conditions entailed in the appointment of board members and their characteristics and type.
The proposal to the Board of Directors reporting on the remuneration of the members of the board of directors and the Chief Executive.
Reports on salary comparison and market researches by independent experts.
Issues covered in the remuneration policy report
Amount of fixed remuneration and variable remuneration items.
Role played by the Remuneration Committee
Preparation of the proposal to the Board, stating grounds.
Did the company seek external consultancy?
Yes
Identity of external consultants
Three independent external consultancy firms.
B.1.17 Indicate, if applicable, the identity of those Board members that are also members of the Board of Directors, executives or employees of companies that hold significant shareholdings in the listed company and/or in entities belonging to its business group:
| Personal or corporatename of the director | Corporate name of thesignificant shareholder | Position |
|---|---|---|
| Felipe Benjumea Llorente | Inversión Corporativa, I.C, S.A. | Chairperson andconferment of jointand several powers. |
| Fernando Solís Martínez - Campos | Inversión Corporativa, I.C, S.A. | Member |
| Ignacio Solís Guardiola | Inversión Corporativa, I.C, S.A. | Member |
| Javier Benjumea Llorente | Inversión Corporativa, I.C, S.A. | Member |
| José Joaquín Abaurre Llorente | Inversión Corporativa, I.C, S.A. | Member |
| José Luis Aya Abaurre | Inversión Corporativa, I.C, S.A. | Vice-chairman andconferment of joint andseveral powers. |
Provide details, where applicable, of any relevant relations others than those contemplated in the previous section, between members of the Board of Directors and significant shareholders and/or group entities:
Personal or corporate name of the Board member Felipe Benjumea Llorente
Personal or corporate name of the significant shareholder Finarpisa, S.A.
Description of the relationship
Chairman of the Board
B.1.18 Indicate whether any amendments were made to the Regulations of the Board of Directors during the financial year:
No
B.1.19 Indicate the procedures for the appointment, reappointment, appraisal and removal of Board members. Provide details of the competent bodies, the processes to be followed and the criteria employed in each of the procedures.
The Appointments and Remuneration Committee is the competent body in all cases and provides the Board of Directors with its duly substantiated proposal, applying the criteria of independence and professionalism as established in the regulations governing the Board and the Committee itself.
The performance of the board members and of the executive board members is evaluated on the proposal of the Appointments Commission through a reasoned report filed to the Board during its first meeting of the following quarter, after the closing of the previous exercise and upon obtaining or at least knowing the estimate of the accounts closure for the exercise and receiving the report from the auditor, which are essential as evaluation criteria.
B.1.20 Indicate the cases in which Board members are obliged to resign.
Directors are removed from office when the term for which they were appointed comes to an end, and similarly in all other cases when removal or resignation is required pursuant to applicable law, the Bylaws or these Regulations.
Directors must offer to resign and, if the Board of Directors considers it appropriate, tender their resignation in the following cases:
a) In any of the cases of incompatibility or prohibition prescribed by law.
b) When they are severely punished by a public authority for having violated their obligations as Board members.
c) When asked to do so by the Board itself for having violated their obligations as Board members.
Thus, Article 13 (Board Member Dismissal) of the Board of Administration Regulations establishes that:
-
Board Members shall be dismissed from their posts after the period for which they were appointed and under all the other assumptions pursuant to the Law, the Bylaws and this Regulation.
-
Board Members are bound to place their posts at the disposal of the Board of Administration and to sign, should the Board deem it convenient, the relevant resignation in the following cases:
a) If they are involved in any of the legally envisaged assumptions of prohibition, incompatibility or conflicts of interest;
b) If they are severely punished by any public authority for infringing upon their obligations as Board Members;
c) Should the Board itself request it so for having infringed upon their obligations as Board Members;
- Once the period ends or is terminated, for any other reason, said board member, in the performance of its duty, may not render any services to any other competing entity for a period of two years, except if the Board of Administration frees him/her from this obligation or shortens its duration.
B.1.21 Explain whether the function of chief executive of the company falls upon the Chairman of the Board of Directors. If so, indicate the measures that have been taken to limit the risks associated with powers being concentrated in one sole person:
Measures to limit risks.
In accordance with that set forth in article 44 bis of the company's Bylaws, the Board of Directors set up the Audit Committee and the Appointments and Remuneration Committee on December 2, 2002 and February 24, 2003, respectively.
These committees are vested with the necessary non-delegable powers stemming from the responsibilities assigned to them by law, the Bylaws and their respective internal regulations. They have been set up to control and oversee those matters that fall within their remit.
Both are presided over by an independent, non-executive director, and likewise comprise a majority of independent and non-executive directors.
On 10th December 2007, the Board of Directors decided to appoint Mr. José B. Terceiro Lomba (representing Aplicaciones Digitales SL), coordinating board member, as executive vice-Chairperson of the Board of Directors, with the consent of all the other board members and especially the independent members.
On 25th October 2010, the Board of Directors also decided to appoint Mr. Manuel Sánchez Ortega as CEO sharing his executive duties with Mr. Felipe Benjumea Llorente. The existence of three executive board members, as stated above, within a wide majority of independent or external board members results in the working control of the decisions of the top executive. ensuring that sound decisions are taken and allowing better performance of the company's corporate governance.
Indicate and, where applicable, explain whether rules have been established that empower one of the independent Board members to request that a meeting of the Board be convened, or that new items be added to the agenda, the aim being to coordinate and echo the concerns of the external directors and oversee evaluation by the Board of Directors.
Explanation of the rules.
The Board of Directors is currently composed of fifteen members. The Regulations of the Board of Directors govern its composition, functions and internal organization. In addition, there is an Internal Code of Conduct in Stock Markets, the scope of which extends to members of the Board of Directors, senior management and all those employees who, on account of their posts or assigned duties, may be affected by its content. The Regulations of the General Shareholders' Meeting govern the formal and internal aspects of such meetings. Lastly, the Board of Directors is assisted by the Audit Committee and the Appointments and Remuneration Committee, which both have their own Internal Regulations. All these regulations, brought together in a consolidated text of the Internal Corporate Governance Regulations, are available at the company's website, www.abengoa.com. Since its inception, the Appointments and Remuneration Committee has been analyzing the structure of the company's governing bodies and has been working to adapt it to incorporate corporate governance recommendations, paying particular attention to the historic and special configuration of these bodies within Abengoa. In accordance with this analysis, in February 2007 the Committee recommended the creation of the post of coordinating director, coupled with the elimination of the Advisory Committee to the Board of Directors.
The first measure was in order to incorporate the most recent corporate governance recommendations, as created in Spain in 2006, whereas the second was proposed because the Committee considered that the Advisory Committee had already fulfilled the function for which it was originally created and that its coexistence with the corporate bodies could lead to conflicts of power. Both proposals were approved at a meeting of the Board of Directors held in February 2007 and at the General Shareholders' Meeting held on April 15 of the same year, and José B. Terceiro was appointed (on behalf of Aplicaciones digitales, S.L.) as coordinating board member, in his capacity as independent member. On a final note, in October 2007 the Committee proposed to the Board that it accept the resignation of Mr. Javier Benjumea Llorente from his position as Vice-Chairman, with the consequent revocation of his delegated powers, and likewise accept the appointment of a new natural person to represent Abengoa and the Focus-Abengoa Foundation in those entities or companies in which they have an appointed position.
The Committee then considered it advisable to recommence its study on the number and characteristics of the Vice-Chairman of the Board of Directors within the current structure of governing bodies.
As a result of this, the Committee thought it necessary for the Vice-Chairman of Abengoa to have the powers conferred by the Spanish Public Limited Companies Act (Ley de Sociedades Anónimas) with regard to the organic representation of the company on the one hand. and, on the other, as a counterweight to the functions of the Chairman within the Board of Directors. On this basis, it considered that a coordinating director – with the functions assigned to that position by the resolutions of the Board of Directors (February 2007) and the General Shareholders' Meeting (April 2007) - would be the ideal figure, given the corporate governance recommendations and the structure of the company, as well as the composition and diversity of its directors. The coordinating director has already been entrusted with the task of coordinating the concerns and motivations of the other Board members, and as such has the power to request that a Board meeting be convened and that new items be included on the agenda. In its role as the visible head of Board members' interests, it has, more de facto than de jure, a certain representative nature on the Board, and it therefore seemed appropriate to confirm and expand this representation by making the post both institutional and organic. For the reasons outlined above, the Committee proposed Aplicaciones Digitales, S.L. (Aplidig, represented by Mr José B. Terceiro Lomba), the current coordinating director, as the new Executive Deputy Chairman to the Board of Directors. In addition, and within the functions of organic representation, the current Executive Deputy Chairman, jointly with the Chairman of the Board, was put forward as the physical representative of Abengoa in its capacity as the Chair of the Focus-Abengoa Foundation, as well as in any other foundations and institutions in which the company is or must be represented.
In view of the above, on December 10, 2007, the Board of Directors agreed to appoint Aplicaciones Digitales, S.L. (represented by Mr José B. Terceiro Lomba), the current coordinating director, as Executive Deputy Chairman of the Board of Directors, with the unanimous consent of the independent directors for the company to continue acting as coordinating director in spite of its new appointment as Executive Deputy Chairman. In addition, and within the functions of organic representation (conferred by means of a power of attorney granted by the Board of Directors on July 23, 2007), the Vice-Chairman, jointly with the Chairman of the Board of Directors, has been put forward as the physical representative of Abengoa, in its capacity as the Chair of the Board of the Focus-Abengoa Foundation, as well as in any other foundations and institutions in which the company is or must be represented.
B.1.22 Are reinforced majorities (different to legal majorities) required for any type of resolution?
No
Indicate how the resolutions of the Board of Directors are adopted, stating, at least, the minimum quorum and the types of majorities required to adopt the resolutions:
Description of the resolution:
All, save ones for which legally reinforced majorities are required.
| Quórum | |
|---|---|
| Half plus one | 51 00 |
| Type of majority | |
|---|---|
| Simple |
Description of the resolution: Delegation of powers:
| Half plus one | 51.00 |
|---|---|
| Two thirds |
B.1.23 Explain whether there are specific requirements, different from those relating to Board members, in order to be appointed Chairman.
No
B.1.24 Indicate whether the Chairman has a casting vote:
Yes
Matters on which there is a casting vote: In the event of a tie.
B.1.25 Indicate whether the Bylaws or the Board Regulations establish any limit on the age of directors:
| Maximum age | Maximum age | Maximum age |
|---|---|---|
| of Chairman | $,$ of the Chief Executive $^{\dagger}$ | for Board members |
B.1.26 Indicate whether the Bylaws or the Regulations of the Board of Directors establish a limited term of office for independent directors:
No
Maximum term of office: None.
B.1.27 If there are few or no female directors, explain the reasons and the initiatives adopted in order to remedy the situation.
Explanation of the reasons and the initiatives.
As at 31st December 2010 there were 3 females in a total of 15 board members (20%).
The internal policy of the company, mainly reflected in the Code of Conduct and in the procedure for selecting and hiring workers, excludes all discriminatory measures, actions or omissions.
In particular, indicate whether the Appointments and Remuneration Committee has established procedures to ensure that selection processes do not suffer from implicit biases that hamper the selection of female Board members, and whether female candidates who meet the required profile are deliberately sought:
Specify the main procedures.
There are no discriminatory measures. The number of female directors increased from one in 2006 to three (25/02/2008).
B.1.28 Indicate whether there are any formal processes in place for granting proxies at Board meetings. If so, provide a brief description:
Not applicable.
The second section of Article 10 of the Regulations of the Board of Administration establishes the following:
"Each Board Member may confer his/her representation upon another Board Member without it limiting the number of representations that each may hold for attendance to the Board. The representation of the absent Board Members may be conferred by any written means whatsoever, including telegram, telex or telefax addressed to the Chair."
B.1.29 Indicate the number of Board meetings held during the financial year. Likewise indicate, where applicable, the number of times the Board met without the Chairman in attendance:
Number of Board meetings: 15 (including 3 written meetings). Number of Board meetings without the attendance of the Chairman: 0.
Indicate the number of meetings held by the different Board committees during the financial year:
Number of meetings of the Executive or Delegate Committee: Not applicable. Number of meetings of the Audit Committee: 7. Number of meetings of the Appointments and Remuneration Committee: 6. Number of meetings of the Appointments Committee: Not applicable. Number of meetings of the Remuneration Committee: Not applicable.
B.1.30 Indicate the number of Board meetings held during the year without the attendance of all its members. Proxies granted without specific instructions for the meeting should be treated as non-attendances:
Number of non-attendances of directors during the year: 6.
% of non-attendances of the total votes cast during the year: 2.6%.
B.1.31 Indicate whether the individual and consolidated annual accounts presented to the Board for approval are previously certified:
Yes
Identify, where applicable, the people who certified the company's individual and consolidated accounts for approval by the Board:
Amando Sánchez Falcón. Financial Director.
Enrique Borrajo Lovera. Director of Consolidation.
B.1.32 Explain, if applicable, the mechanisms established by the Board of Directors to prevent the individual and consolidated accounts prepared by it from being presented to the General Shareholders' Meeting with qualifications in the audit report.
The risk control system, the internal audit services and the Audit Committee have been set up to act as mechanisms ofperiodic and recurrent control and oversight. They identify and, where appropriate, resolve potential situations which, if not addressed, could give rise to incorrect accountancy treatment.
B.1.33 Is the secretary to the Board also a director?
$No$
B.1.34 Explain the procedures for the appointment and removal of the Secretary to the Board, indicating whether they are proposed by the Appointments Committee and approved by plenary session of the Board.
Appointment and Removal Procedure.
Proposal from the Appointments and Remuneration Committee, stating grounds.
| Does the Appointments Committee communicate appointments? | Yes |
|---|---|
| Does the Appointments Committee communicate removals? | Yρς |
| Does the plenary session of the Board approve appointments? | Yes |
| Does the plenary session of the Board approve removals? | Үек- |
Does the Secretary to the Board have special responsibility for ensuring that the recommendations on good governance are followed?.
Yes
B.1.35 Indicate, if applicable, the mechanisms established by the company to preserve the independence of the auditor, of financial analysts, of investment banks and of rating agencies.
The Audit Committee is composed of a majority of non-executive directors, thus meeting the requirements set forth in the good governance requlations and, especially, in the Spanish Financial System Reform Act (Ley de Reforma del Sistema Financiero). Likewise, and in accordance with the provisions of article 2 of the Internal Regulations, the office of Chairman to the Committee must be held by a non-executive director.
Functions
The Audit Committee has the following functions and responsibilities:
To report information on the Annual Accounts, as well as on the quarterly and half-yearly financial statements that must be presented to the regulatory or supervisory bodies of the securities markets, with express mention of the internal control systems and the monitoring and fulfillment thereof through the internal audit service and, where applicable, the accountancy criteria applied.
To inform the Board of any changes in the accountancy criteria and in on and off-balance sheet risks.
To report to the General Shareholders' Meeting on those matters requested by shareholders that fall within its remit.
To propose the appointment of the external financial auditors to the Board of Directors for subsequent referral on to the General Shareholders' Meeting.
The oversee the internal audit services. The Committee will have full access to the internal audit and will report during the process of selecting, appointing, renewing and removing the director thereof. It will likewise control the remuneration of the latter, and must provide information on the budget of the internal audit department.
To be fully aware of the financial information reporting process and the company's internal control systems.
To liaise with the external auditors in order to receive information on any matters that could jeopardize the latters' independence and any others related to the financial auditing process.
To summon those Board members it deems appropriate to its meetings, so that they may report to the extent that the Audit Committee deems fit.
To prepare an annual report on the activities on the Audit Committee, which must be included within the management report.
The same procedure applies to financial analysts, investment banks and rating agencies, including their selection under conditions of competition, confidentiality, and noninterference in other departments.
B.1.36 Indicate whether the company changed its external auditor during the financial year. If so, identify the incoming and outgoing auditors:
No
In the event of disagreements with the outgoing auditor, please provide details:
No
B.1.37 Indicate whether the audit firm carries out other, non-audit work for the company and/or its business group. If so, state the total fees paid for such work and the percentage this represents of the fees billed to the company and/or its business group:
| Company Group Total | |||
|---|---|---|---|
| Fees for non-audit work (thousand Euros) | 1.441 1.896 3.337 | ||
| Fees for non-audit work/total amountinvoiced by the audit firm $(%)$ | 87.06% 36.16% 48.37% |
B.1.38 Indicate whether the audit report of the annual accounts for the previous financial year contains reservations or qualifications. If so, detail the reasons given by the Chairman of the Audit Committee to explain the content and scope of such reservations or qualifications.
Not applicable.
B.1.39 State the number of consecutive years during which the current audit firm has been auditing the annual accounts of the company and/or its business group. Likewise, indicate how many years the current audit firm has been auditing the accounts as a percentage of the total number of years over which the annual accounts have been audited:
| Number of consecutive years | Company | Group |
|---|---|---|
| $No$ of years audited by current firm | 20. | |
| $No$ of years over which the company has been audited (%) | $100 -$ | $100 -$ |
B.1.40 Indicate any equity holdings held by company Board members in the capital of entities engaged in the same, analogous or complementary type of business to that which constitutes the corporate purpose of either the company or its business group, insofar as these have been communicated to the company. Likewise indicate the positions or functions they exercise within such companies:
None
B.1.41 Indicate whether there is a procedure whereby directors may seek external consultancy.
If so, provide details:
The Secretary to the Board of Directors exercises the functions legally attributed to that position. Currently, the office of secretary and legal consultant are vested in the same person, who is responsible for ensuring that meetings are validly convened and that resolutions are validly adopted on the Board. In particular, he advises Board members on the legality of the deliberations and motions put forward and on compliance with the Internal Corporate Governance Regulations. He therefore guarantees the principle of formal and material legality, which governs the actions of the Board of Directors. The Secretary's Office to the Board of Directors, as a specialized body set up to ensure the formal and material legality of the Board's conduct, has the full support of the latter to carry out its functions with complete independence of criteria and stability. It is likewise responsible for monitoring compliance with the internal regulations on corporate governance. Acting on its own initiative or upon the request of Board members, it provides the necessary external consultancy to ensure the Board is kept duly informed.
The Board of Administration has access to external, legal or technical consultants, according to its needs, which may or may not be arbitrated through the Board secretary. The second paragraph of Article 19 of the Regulations of the Board of Administration sets forth that:
"Likewise, through the Chairperson of the Board of Administration, the Board Members shall be empowered to propose to the Board of Administration, by majority, the hiring of legal, accounting, technical, financial, commercial consultants or consultants of any other nature deemed necessary in the interests of the Company for the purpose of providing assistance in the exercise of their duties in dealing with specific problems of certain magnitude and complexity linked with the exercise of such duties."
B.1.42 Indicate whether there is a procedure whereby directors can obtain the information needed to prepare for meetings of the governing bodies sufficiently in advance:
Yes
Details of the procedure:
Remitting of documents and/or making them available at the Board headquarters in advance of Board Meetings.
Also, in compliance with the stipulations in recommendations 24 and 25 of the Unified Code of Good Governance, a handbook of internal basic rules and regulations applicable to the functions and responsibilities of board members was created to be given to each new board member appointed, to provide sufficient knowledge of the company and its internal rules. Mr. Manuel Sánchez Ortega received a copy of said handbook upon appointment.
B.1.43 Indicate whether the company has established rules that oblige directors to report and, where appropriate, resign in those cases where the image and reputation of the company may be damaged.
Yes
Explain the rules.
Art. 13 of the Board Regulations: Board members must offer to resign and, if the Board of Directors considers it appropriate, formalize said resignation in the following cases: When they fall within any of the grounds for incompatibility of prohibition as prescribed by applicable law.
Section (p) of Article 14.2 of the same Regulation also establishes the obligation of the board members to inform the company of all legal and administrative claims and of claims of whatsoever nature which, due to their importance, may severely affect the reputation of the company.
B.1.44Indicate whether any member of the Board of Directors has informed the company that s/he has been sentenced or formally accused of any of the offences stipulated in Article 124 of the Spanish Public Limited Companies Act (Ley de Sociedades Anónimas):
Not applicable.
Indicate whether the Board of Directors has analyzed the case. If so, explain the decision taken regarding whether or not the director should remain in his/her post, giving reasons.
Not applicable.
B.2 Committees attached to the Board of Directors
B.2.1. List all the committees of the Board of Directors and the members thereof:
a) Audit Committee
| Name | Position | Type |
|---|---|---|
| Don Carlos Sebastián Gascón | Chairman | Independent |
| Don Daniel Villalba Vilá | Member | Independent |
| Don José B. Terceiro | Member | Executive |
| Don José Joaquín Abaurre Llorente | Member | Proprietary |
| Doña Mercedes Gracia Díez | Member | Independent |
b) Appointments and Remuneration Committee
| Name | Position | Type |
|---|---|---|
| Daniel Villalba Vilá | Chairman | Independent |
| Alicia Velarde Valiente | Member | Independent |
| Don José B. Terceiro | Member | Executive |
| Carlos Sebastián Gascón | Member | Independent |
| José Luis Aya Abaurre | Member | Proprietary |
B.2.2 Indicate whether the following functions are vested in the Audit Committee:
Monitoring the preparation process and the integrity of the financial information on the company and, where applicable, the group, verifying compliance with legal requirements, proper delimitation of the scope of consolidation and the correct application of accounting criteria.
Yes
Periodically assessing the internal control and risk management systems, so that the main risks are adequately identified, managed and made known.
Yes
Ensuring the independence and efficacy of the internal audit function; proposing the selection, appointment, reappointment and removal of the head of the internal audit service; proposing the budget for such service; receiving periodic information on its activities; and checking that the senior management takes the conclusions and recommendations of its reports into account.
Yes
Establishing and overseeing a mechanism that enables employees to communicate - confidentially and, when considered appropriate, anonymously - any possible irregularities they may observe within the company, particularly financial and accounting ones.
Presenting to the Board of Directors proposals for the selection, appointment, reappointment and replacement of the external auditor, as well as the conditions under which it is contracted.
$Y_{\text{PS}}$
Regularly receiving, from the external auditor, information on the audit plan and the results of its implementation, and checking that the senior management takes its recommendations into account.
Yes
Ensuring the independence of the external auditor.
Yes
In the case of groups, helping to ensure that the group auditor also conducts the audits for individual group companies.
Yes
B.2.3 Describe the rules governing the organization, functioning and responsibilities of each of the Committees attached to the Board of Directors.
1 ºAppointments and Remuneration Committee.
Brief description.
The Appointments and Remuneration Committee is composed of a majority of non-executive directors, thereby fulfilling the requirements established in the Financial System Reform Law (Ley de Reforma del Sistema Financiero). Likewise, in accordance with that envisaged in Article 2 of its Internal Regulations, the position of Chairman of the Committee must be held by a non-executive director.
Functions
The Appointments and Remuneration Committee is entrusted with the following functions and responsibilities:
To report to the Board of Directors on appointments, reappointments, removals and the remuneration of the Board and its component posts, as well as on the general policy of remunerations and incentives for positions on the Board and within the senior management.
To report, in advance, on all proposals that the Board of Directors presents to the General Shareholders' Meeting regarding the appointment or removal of directors, even in cases of co-optation by the Board itself; to verify, on an annual basis, continuing compliance with the requirements governing appointments of directors and the nature or type thereof, all of this being information included in the Annual Report. The Appointments Committee will ensure that, when vacancies are filled, the selection procedures do not suffer from implicit bias that hinders the selection of female directors and that women who meet the required profile are included among the potential candidates.
To prepare an annual report on the activities of the Appointments and Remuneration Committee, which must be included in the Management Report.
Organization and functioning
The Appointments and Remuneration Committee will meet as often as necessary in order to perform its functions, and at least once every six months.
A quorum is deemed to exist when the majority of its members are present. Proxies may only be granted to non-executive directors.
The Committee shall meet on the occasions necessary to fulfil its functions and, at least, once a quarter. In 2010 it met on six occasions.
The resolutions adopted shall be valid when the majority of the members of the Committee, present or represented by proxy, vote in favor. In case of a tie, the Chairman will cast the deciding vote.
2º Audit Committee
Brief description.
The Audit Committee is composed of a majority of non-executive directors, thereby fulfilling the requirements established in the good governance regulations and, especially, in the Financial System Reform Act. Likewise, in accordance with that envisaged in Article 2 of its Internal Regulations, the office of Chairman of the Committee must be held by a nonexecutive director.
Functions
The Audit Committee is entrusted with the following functions and responsibilities:
-
To report on the annual accounts, as well as the quarterly and half-yearly financial statements that must be presented to the regulatory or supervisory bodies of the securities markets, with express mention of the internal control systems, verification of compliance and monitoring through internal audit and, when applicable, the accountancy criteria applied.
-
To inform the Board of any change in the accountancy criteria, and any risks either on or off the balance sheet.
-
To report at the General Shareholders' Meeting on any matters requested by shareholders that fall within its remit.
-
To propose the appointment of the external financial auditors to the Board of Directors for subsequent referral on to the General Shareholders' Meeting.
-
To monitor the internal audit services. The Committee will have full access to the internal audit and will report during the process of selection, appointment, renewal and cessation of the internal audit director. Likewise, it will monitor the remuneration of the director and must report on the budget of the department.
-
To be fully aware of the financial information reporting process and the company's internal control systems.
-
To liaise with the external auditors to receive information on any matters that could jeopardize their independence and any others related to the financial auditing process.
-
To summon any Board members it considers appropriate to its meetings so that they may report to the extent that the Audit Committee deems fit.
-
To prepare an annual report on the activities of the Audit Committee, which must be included in the Management Report.
Organization and functioning
The Audit Committee will meet as often as necessary in order to discharge its functions, and at least once every quarter. The Committee met 7 times over 2010.
The Audit Committee is considered validly constituted when the majority of its members are present. Proxies may only be granted to non-executive directors.
B.2.4 Indicate the powers of each committee with regard to consultancy, consultation and, where applicable, delegation:
1ºAppointments and Remuneration Committee
Brief Description.
To report to the Board of Directors on appointments, reappointments, cessations and remunerations of the Board and its posts, as well as the general policy of remunerations and incentives for Board members and for the senior management. To report, in advance, on all proposals that the Board of Directors presents to the General Shareholders' Meeting regarding the appointment or cessation of directors, even in cases of co-optation by the Board of Directors itself; to verify, on an annual basis, continuing compliance with the requirements for appointments of directors and the relevant nature or type of director. This information must be included in the annual report. The Appointments Committee will ensure that, when vacancies are filled, the selection procedures do not suffer from implicit biases that hinder the selection of female directors and that women meeting the required profile are included among the potential candidates. Likewise, to prepare an annual report on the activities of the Appointments and Remuneration Committee, which must be included in the Management Report.
2° Audit Committee
Brief Description.
To report on the annual accounts, as well as the quarterly and half-yearly financial statements. To inform the Board of any change in the accountancy criteria, or any risks either on or off the balance sheet. To report at the General Shareholders' Meeting on those matters requested by shareholders that fall within its remit. To propose the appointment of the external financial auditors to the Board of Directors, for subsequent referral on to the General Shareholders' Meeting.
B.2.5 Indicate, where applicable, the existence of regulations governing the committees attached to the Board, the place where they are available for consultation and any amendments that may have been made during the financial year. Likewise indicate whether an annual report on the activities of each committee has been voluntarily prepared.
1º Appointments and Remuneration Committee
Brief description.
The Regulations of the Audit Committee and the Regulations of the Appointments and Remuneration Committee are both available from the company's website and also from the CNMV (Spanish Securities and Exchange Commission). Most recent amendment: February 25, 2008. Each Committee prepares an annual report on activities, which is published as part of the Annual Report.
2º Audit Committee
Brief description.
The Regulations of the Audit Committee and the Regulations of the Appointments and Remuneration Committee are both available from the company's website and also from the CNMV (Spanish Securities and Exchange Commission). Most recent amendment: February 25, 2008. Each committee prepares an annual report on activities, which is published as part of the Annual Report.
B.2.6 Indicate whether the composition of the Executive Committee reflects the participation on the Board of the different categories of directors:
Not applicable - there is no Executive Committee.
If not, explain the composition of the executive committee.
There is no Executive Committee.
C - Related-party transactions
C.1 Indicate whether the Board, sitting in plenary session, has reserved for itself the function of approving, following a favorable report from the Audit Committee or any other body entrusted with this task, transactions that the company performs with directors, with significant shareholders or shareholders represented on the Board, or with related parties:
Yes
C.2 Give details of any relevant transactions involving a transfer of assets or liabilities between the company or group entities and significant shareholders in the company:
Not applicable.
C.3 Provide details of any relevant transactions involving a transfer of assets or liabilities between the company or Group entities and the company's managers or directors:
| Personal orcorporate nameof the manageror director | group companyor entity | Name of the Nature of theoperation | Type ofoperation | Amount(thousandeuro) |
|---|---|---|---|---|
| Barinas Gestión yAsesoría (associatecompany ofAplicacionesDigitales S.L.) | BioetanolGalicia, S.A. | of economicconsultancyservices | Rendering Consultancy | 90 |
C.4 Provide details of relevant transactions carried out by the company with other companies belonging to the same group, provided they are not eliminated during the process of preparing the consolidated financial statements and do not form part of the normal business of the company in terms of their subject and applicable terms and conditions:
Not applicable.
C.5 Indicate whether the members of the Board of Directors have. over the course of the financial year, found themselves embroiled in any conflict of interest, in accordance with that set forth in article 127 ter. of the Spanish Public Limited Companies Act (Lev de Sociedades Anónimas).
$No$
C.6 Provide details of any mechanisms in place to detect, determine and resolve possible conflicts of interest between the company and/or its group and its Board members, executives or significant shareholders.
The Audit Committee is the body responsible for monitoring and resolving conflicts of interest. Directors are obliged, in accordance with the provisions of the Regulations of the Board of Directors, to inform the Board of any situation of potential conflict, in advance, and to abstain until the Committee has reached a decision.
C.7 Is more than one group company listed in Spain?
Identify any subsidiaries that are listed:
Listed Subsidiary.
Befesa Medio Ambiente, S.A.
Indicate whether the respective business lines and possible business relations among such companies have been publicly and precisely defined, as well as those of the listed subsidiary with the other group companies:
Yes
Define any business relations between the parent company and the listed subsidiary company, and between the latter and the other group companies:
Yes
Abengoa, S.A. is the parent company of a corporate group and operates as such. It therefore brings together a raft of complementary activities for a fully-comprehensive product that one or more business groups jointly offer their clients. As a result, the different companies and business groups share customers and join together as and when required, with one or other thereof acting as parent company on a case-by-case basis. This produces cross sales among companies (intra-group).
December 22, 2010, Abengoa, S.A. and Befesa Medio Ambiente, S.A. have today signedan agreement to govern the relations between both companies in terms of thelisted parent/ subsidiary relationship, their respective scopes of activity and information flows, as well as the related transactions that may be agreed between them.
Identify the mechanisms envisaged to resolve any conflicts of interest between the listed subsidiary and the other group companies:
Mechanisms to resolve possible conflicts of interest
Intra-group operations that may pose a conflict of interest and the transfer price policy are all analyzed by the Audit Committee.
D - Risk Control Systems
D.1 General description of the risk policy of the company and/ or its group, detailing and evaluating the risks covered by the system, together with an explanation of why these systems are adequate for each type of risk.
Abengoa manages its risks through a model aimed at identifying the potential risks of a business. This model considers 4 important areas that are subdivided into 20 categories of risks, which contemplate more than 90 potential risks of a business.
Our model contemplates the following areas and categories of risks:
Strategic risks: Corporate governance, strategic and R+D+i projects, mergers, acquisitions and divestments, planning and assignment of resources, market dynamics, communication and relation with investors
- Operational risks: Human resources, information technologies, physical assets, sales, supply chain, threats or catastrophes.
- Financial risks: Cash flow and credit, markets, taxation, capital structure, accounting and reporting.
- Legal risks: Regulations, laws and codes of ethics and of conduct.
Risk Management at Abengoa is based on two significant bases:
a) the Common Management Systems, which serve to mitigate business risks
b) internal control procedures designed following the SOX (Sarbanes-Oxley Act) to mitigate risks linked with the reliability of financial information.
Both elements make up an integrated system that permits an appropriate management of the risks and controls at all levels of the organization.
This is a live system that undergoes continuous modifications to remain in line with the reality of business.
There are also internal auditing services in charge of ensuring the compliance with and the good functioning of both systems.
I) Business risks
Procedures geared towards eliminating business risks are instrumented through what is referred to as "Common Management Systems" (CMS).
The Common Management Systems of Abengoa develop the internal rules governing Abengoa and its chosen approach to assessing and controlling risk. They represent a common culture in the business management of Abengoa, in that they permit the sharing of accumulated knowledge and they set the criteria and patterns of action.
The CMSs serve to identify both the risks embedded in the current model as well as the activities of control that mitigate them and they mitigate the risks inherent to the activity of the Company (business risks), at all possible levels.
There are 11 internal policies with 28 subsections that define how to manage each of the potential risks included in the Abengoa risks model.
The CMSs include some specific procedures that cover any action that may entail a risk for the organization, whether economic or not. In addition, they are available for all employees in IT media regardless of the geographical location and post of the employees.
For that reason, they contain, amongst other aspects, a series of authorization forms that must be filled in order to be granted approval for any action that may bear a financial repercussion on the Company, as well as in actions associated with other kinds of indirect risks (image, relationship with investors, press releases, information systems, access to applications, etc). All the forms filled in follow a cascading system of approvals passing through the company's organs of approval, business units, corporate departments, and are finally approved by the Chairperson.
The CMSs also include specific annexes aimed at helping to clarify the way to act in specific cases. They include aspects as varied as models of investment analysis and evaluation, up to corporate identity rules.
The following are also achieved through Common Management Systems:
- Optimization of daily management, applying procedures geared towards financial efficiency, reduction of expenses, homogenization and compatibility of information and management systems.
- Promoting the synergy and creation of value of the various Business Units of Abengoa.
- Reinforcing the corporate identity, respecting the values shared by all the companies of Abengoa.
- Achieving growth through strategic development, searching for innovation and new opportunities on short- and long-term bases.
The Systems cover the whole organization at three levels:
- All Business Units and Areas of Activity.
- All levels of responsibility.
- All types of operations.
Compliance with what is set forth in the Common Management Systems is compulsory for the whole organization, which is why all its members are bound to know them. Any exceptions to said compliance with said systems must be made known to the person in charge and must be conveniently authorized through the relevant authorization forms.
Besides, they are constantly undergoing updates that permit the incorporation of good practices to each of the fields of action. To facilitate their spreading, successive updates are immediately communicated to the organization through IT media.
At all times there are people in charge for each of the regulations entailed in the CMSs who assure the implementation of the procedures that consider all the relevant actions in their area, to mitigate anything that could derive in a financial or non-financial risk for Abengoa. It is them who are in charge of permanently updating the CMSs and placing them at the disposal of the whole organization.
In addition, those in charge of each of the policies of the Common Management Systems must verify and certify compliance with said procedures. Each year's certification is issued and submitted to the Audit Committee in January the following year.
II) Risks in relation to the reliability of financial information
In 2004 Abengoa started a process of adjusting its internal control structure on financial information to fit the requirements set forth by Section 404 of the SOX Act. Said adjustment process ended in 2007, although it is still being implemented in the new company acquisitions which occur each year.
The SOX Act was enacted in the United States in 2002 for the purpose of quaranteeing the transparency in management and the veracity and reliability of the financial information published by companies trading on the US market (SEC registrants). This Act requires that companies subject their internal control systems to formal auditing by the auditor of their financial statements who, in addition, would have to issue an independent opinion on them.
Following the instructions of the Securities and Exchange Commission (SEC), compliance with said Act is compulsory for companies and groups listed on North American markets. Thus, and although only one of the Business Units - Information Technologies (Telvent) - is obliged to comply with the SOX Act, Abengoa deems it necessary to comply with these requirements
in both the subsidiary listed on NASDAQ as well as in the rest of the companies, because the risks control model used by the company is completed with it.
Abengoa considers this legal requirement as an opportunity for improvement and, far from simply conforming to the precepts set forth in the law, it has tried to develop its internal control structures, the control and assessment procedures applied up to the maximum level.
The initiative is a response to the rapid expansion the group has undergone over the past years, and to the expectations of future growth, and for the purpose of being able to continue ensuring investors the preparation of accurate, timely and complete financial reports.
Also for the purpose of complying with the requirements in section 404 of the SOX act, Abengoa redefined its internal control structure following a Top-Down approach based on risk analysis.
Said risk analysis, entails the initial identification of significant risk areas and the assessment of the controls that the company has over them, starting from those executed at the highest $level$ – corporate controls and supervision – and then down to the operational controls present in each process.
In this sense we defined 53 Management Processes (POC) grouped in Corporate Cycles and Business Units Common Cycles.
These processes have identified and put in place a series of activities of control (manual, automatic, configurable and inherent) that guarantee the integrity of the financial information prepared by the company.
Likewise, these controls are also present in the areas of Change, Operation and Security of the Systems, as well as in the Separation of Functions, that complement the Information Safety and Security Management System, providing a high level of security in the applications.
These processes and their over 550 activities of control catalogued as relevant are subjected to verification by internal and external auditors.
III) Other existing tools
The company has a Corporate Social Responsibility master plan that involves all the areas and is implemented in the five business units, adapting the CSR strategy to the social reality of the various communities in which Abengoa is present. Corporate Social Responsibility. understood as the integration of the Expectations of interest groups into the Company's strategy, the respect for the Law and the consistency with international standards of action, is one of the pillars of the Abengoa culture. The company informs its interest groups on the performance in the various CSR matters through a report following the GRI standard for preparing sustainability reports. This report will be externally verified as part of the company's commitment to transparency and rigour.
In 2002 Abengoa signed the United Nations World Pact, an international initiative aimed at achieving the voluntary commitment of entities regarding social responsibility, by way of implementing ten principles based on human, labour and environmental rights and on the fight against corruption. Also, in 2008, the company signed the Caring for Climate initiative, also from the United Nations. Consequently, Abengoa put in motion a system of reporting on greenhouse gas (GHG) emissions which would permit it to register its greenhouse gas emissions, know the traceability of all its supplies and certify its products and services.
In 2009, we developed a system of environmental sustainability indicators that would contribute to improving the management of the company's business, thus permitting us to measure and compare the sustainability of its activities, and to establish improvement objectives for the future. The combination of both initiatives places Abengoa at the helm of world leadership in sustainability management
IV) Criminal Liability Risks
Following the enactment of Organic Law 5/2010 Abengoa is developing a system of risks management, internal control and regulatory compliance that will allow it to minimize the possible criminal risks, implementing measures aimed at showing that its personnel and executives are subject to control and due diligence. Said procedure will ensure the prevention and/or detection and investigation of crimes committed.
D.2 Indicate whether any of the different types of risk affecting the company and/or its group (operating, technological, financial, legal, image-related, tax, etc.) materialized during the financial year.
No
If so, indicate the circumstances that led to them and whether the established control system worked.
D.3 Indicate whether there is a committee or other governing body responsible for establishing and supervising these control devices.
If so, provide details of its functions.
Name of the committee or body
Audit Committee.
Description of functions
To inform the Board of any change in accountancy criteria and risks either on or off the balance sheet.
D.4 Identification and description of the processes for complying with the different regulations that affect the company and/or its group.
-
- See fourth annex at the end of this document.
-
- Summary:
Since 2007, Abengoa has voluntarily submitted its Internal Control Systems to external evaluation, with the issuance of an audit opinion under PCAOB standards and a compliance audit under section 404 of the Sarbanes-Oxley Act (SOX).
This fact implies that Abengoa has been complying strictly with the reference indicators included in the National Stock Market Commission's "Systems of Internal Control over Financial Reporting" document for four financial years.
I) Internal Audit service
The Audit Committee's functions include the "supervision of the internal audit service" and "obtaining information on the financial reporting process and internal control systems and on the risks for the company".
I. i) The Internal Audit service in Abengoa
The Internal Audit service originated as an independent global function, reporting to the Audit Committee of the Board of Directors, with the principal objective of supervising Abengoa's internal control and significant risk management systems.
II) External Audit
The auditor of the individual and consolidated annual financial statements of Abengoa, S.A. is PricewaterhouseCoopers, which is also the Group's main auditor.
The Audit Committee proposed the appointment of this firm to the Board of Directors, in order for the latter to subsequently submit it to the General Meeting of Shareholders, due to said firm's extensive knowledge of the Group and its history, which were valued very favorably by both the Committee itself and Management.
Notwithstanding, a significant part of the Group, basically the Information Technologies Business Group (Telvent), is audited by Deloitte.
In addition, other firms collaborate in performing the audit, especially in small companies, both in Spain and abroad, although their scope is not significant in the Group overall.
The Audit Committee's functions include ensuring the independence of the external auditor, proposing the appointment or renewal thereof to the Board of Directors and approving its fees.
Thus, in the year 2007, the company submitted the Corporate Social Responsibility Report to verification for the first time. In the year 2008, it was the Report on Greenhouse Gas Emissions and, in 2009 the Corporate Governance Report was verified externally.
Thus, in the year 2010, 6 reports were issued by the external auditors and form an integral part of the Annual Report:
- Audit report on the Group's consolidated financial statements, as required by current legislation.
- Voluntary audit report on internal audit compliance under PCAOB (Public Company Accounting Oversight Board) standards, as required under section 404 of the Sarbanes-Oxley Act (SOX).
- Voluntary reasonable assurance verification report on the Corporate Governance Report, being the first Spanish listed company to obtain a report of this kind.
- Voluntary reasonable assurance verification report on the Corporate Social Responsibility Report.
- Voluntary verification report on the inventory of greenhouse gas emissions.
- Voluntary verification report on the design of the Risk Management System in accordance with the specifications of ISO 31000.
III) Internal Control
The Audit Committee's main objectives concerning internal control over the preparation of the financial reporting are:
- To determine the risks of a possible material error in the financial reporting caused by fraud or possible fraud risk factors.
- Analysis of the procedures to assess the efficiency of internal control in relation to the financial reporting.
- Capacity of the internal controls over the processes that affect Abengoa and its Business Groups.
- To identify the material deficiencies and weaknesses in the internal control in relation to the financial reporting and the response capacity.
- To supervise and coordinate any significant changes made over the internal controls related to the quarterly financial reporting.
- Performance of the quarterly processes of closing the financial statements and differences identified in relation to the processes performed at the year end.
- Putting in place plans and monitoring for the actions implemented to correct the differences identified in the audits.
- Measures to identify and correct possible internal control weaknesses in relation to the financial reporting.
Abengoa and its different Business Groups employ a mechanism for complaints to the Audit Committee, which was formally put in place in the year 2007 under the requirements of the Sarbanes-Oxley Act.
Abengoa has two complaint channels:
- An internal channel, which is available to all employees, so that they can notify any alleged irregularity in accounting or audit or breaches of the Code of Conduct. The communication channel is by e-mail or ordinary mail.
- An external cannel, available to anyone outside the company, so that they can notify any alleged irregularities, fraudulent actions or breaches of Abengoa's Code of Conduct through the web page (www.abengoa.com).
IV) Risk Management
Abengoa is aware of the importance of managing its risks in order to carry out appropriate strategic planning and attain the defined business objectives. To do this, it applies a philosophy formed by a set of shared beliefs and attitudes, which define how risk is considered, starting with the development and implementation of the strategy and ending with the day-to-day activities.
The risk management philosophy is set out and applied through Abengoa's Risk Management System, which is completed with the Universal Risk Model.
Abengoa defines risk as any potential event that may prevent the company from reaching its business objectives. Abengoa considers that a risk arises as a loss of opportunities and/or strengths or the materialization of a threat and/or strengthening of a weakness.
IV. i) The Universal Risk Model
Abengoa's Universal Risk Model is made up of four categories, twenty subcategories and a total of 94 principal risks for the business. Each one of these risks has an associated series of indicators that allow its probability and impact to be measured and the degree of tolerance of the risk to be defined.
For each risk, at least one probability indicator and an impact indicator have been established. These may be quantitative and/or semi-quantitative indicators, while, at the same time, they allow tolerance levels to be fixed for subsequent evaluation and monitoring.
E - General Shareholders' Meeting
E.1 Indicate and, where applicable, provide details of whether there are any differences between the required quorum for the General Shareholders' Meeting and the quorum system set forth in the Spanish Public Limited Companies Act (Ley de Sociedades Anónimas, hereinafter LSA).
No
| ■ % of quorum different from | % of quorum different from |
|---|---|
| that established in art. 102 | that established in art. 103 |
| of the LSA for general matters | of the LSA for special matters |
| n/a | n/a |
E.2 Indicate and, where applicable, provide details of any differences with the system contemplated in the LSA for the adoption of corporate resolutions.
$N0$
Describe how it is different from the system envisaged by the LSA.
Not applicable
E.3 List any rights held by shareholders in relation to the general meetings insofar as these are different to those established in the ISA
The right to information, in accordance with applicable regulations; the right to receive, free of charge, the documents related to the General Shareholders' Meeting; voting rights in proportion to their shareholding, subject to no maximum limit; the right of attendance for all shareholders that hold at least 1,500 shares; financial rights (to dividends, where applicable, and to the distribution of corporate assets); the right to be represented, to delegate votes, to pool shares and to pursue any legal causes of action to which the shareholder may be entitled.
E.4 Indicate, if applicable, any measures adopted to encourage participation by shareholders at general meetings.
The documents related to the meeting are sent to shareholders free of charge and are also published on the website at the time the meeting is convened. Votes may be delegated or cast remotely by filling out attendance cards in due time and form.
The Bylaws do not limit the maximum number of votes of a single shareholder and do not contain restrictions that make it difficult to assume control through the acquisition of company shares.
Proposed resolutions to be presented at the general meeting are published when the meeting is convened and are likewise included on the company's website and on that of the CNMV.
Items on the agenda deemed substantially independent are voted on separately at the General Shareholders' Meeting, such that shareholders can exercise their voting preferences separately, particularly in cases of appointments or ratifications of directors and amendments to the Bylaws.
The company allows for the splitting of votes so that financial intermediaries authorized to act as shareholders but who act on behalf of different clients can cast their votes in accordance with the individualized instructions of each client.
Each financial year, presentations are offered to investors, analysts and to the general market, which are previously notified to the Spanish Securities and Exchange Commission and which are published on the Company's web page.
In compliance with article 528.2 of the Corporations Act, Abengoa approved the Regulations for the Electronic Shareholders' Forum to facilitate communication between shareholders in connection with the convening and holding of each Shareholder's General Assembly. Shareholders may send the following prior to each General Assembly:
Proposals they wish to include as part of the agenda outlined in the General Assembly convocation. Requests for adherence to said proposals.
Initiatives for acquiring the sufficient percentage for the exercise of a minority voting rights. Requests for voluntary representation.
E.5 Indicate whether the Chairman of the General Shareholders' Meeting coincides with the position of Chairman of the Board of Directors. Give details, where applicable, of any measures that may have been adopted in order to quarantee the independence and correct functioning of the General Meeting:
Outline of the measures
The Bylaws stipulate that the office of Chairman of the General Meeting must be held by the Chairman or Vice-Chairman of the Board of Directors, as decided by the Board itself. In accordance with this, General Shareholders' Meetings are presided over by the Chairman of the Board of Directors.
The Regulations of the General Shareholders' Meeting, as approved at the General Meeting held on June 29, 2003, contain procedures regulating the convening, functioning, exercise of rights and adoption of resolutions at general meetings, thereby establishing an accurate and binding framework for the staging of such meetings.
The General Shareholders' Meeting is generally attended by a notary public, who verifies fulfillment of the requirements necessary for its valid constitution and the adoption of resolutions, and who issues the corresponding minutes.
It is the responsibility of the Secretary to the Board (who, in accordance with the Bylaws and the Regulations of the General Shareholders' Meeting, acts as the secretary at the general meeting) to ensure compliance with legal requirements and those stipulated in the Bylaws concerning the convening and staging of the meeting and the adoption of resolutions at the meeting.
E.6 Indicate, if applicable, any changes made during the financial year to the Regulations of the General Shareholders' Meeting.
No changes occurred.
E.7 Give details of attendance at general meetings held during the financial year to which this report refers.
| Attendance Details | ||||||
|---|---|---|---|---|---|---|
| Date ofGeneralMeeting | $%$attendancein person | % as proxy % remote | voting | Electronicvote | Others | Total |
| $11 - 4 - 2010$ | 57.795% | 8 2 1 7 % | 0.000% | 66 013% |
E.8 Briefly indicate the resolutions adopted at the General Shareholders' Meetings held in the financial year to which this report refers and the percentage of votes with which each resolution was adopted.
Abengoa's Ordinary General Assembly of Shareholders was held on 11th April 2010 and in attendance was a total of 59,725,210 shares, about 66.016% of the total equity, amounting to 407 shareholders (60 present and 347 represented) out of a total of 11,338 registered shareholders.
The decisions reached, all with the entire equity capital present and represented voting in favour, were as follows:
First Decision. Approval of the following:
1º. The Financial Statement (including the Balance, Profit and Loss Accounts and Report) and the Abengoa SA Management Report for the 2009 financial year;
2º. The Consolidated Financial Statement of the Group (including the Consolidated Balance, Profit and Loss Accounts and Report) and the Consolidated Management Report for the 2009 financial year;
3º. The Board of Directors management report for said financial year and the remuneration of its members, as stated in the Financial Statement.
Second Decision.
1º. The following 2009 financial year outcome distribution scheme is hereby approved, with the dividends to be distributed from 6th July 2010 onwards:
| Euros | |
|---|---|
| Profit and Loss Account Balance | 48,988,795.40 |
| Application: | |
| To Voluntary Reserves | 31,799,556.20 |
| To Dividend | 17,189,239.20 |
| Total | 48,988,795.40 |
2º. Mr. Felipe Benjumea Llorente, Mr. José B. Terceiro and the Secretary of the Board of Directors, Mr. Miguel Ángel Jiménez-Velasco Mazarío are hereby empowered such that either of them may register and deposit the Company's and the Consolidated Group's Financial Statement and Management Report at the Company Registry in accordance with the stipulations of the Law, marking them with signatures and by indicating their destination.
Third Decision: Ratification, appointment and, as the case may be, re-election of administrators.
- a) On the proposal of the Appointments and Remunerations Committee, Ms. Mercedes Gracia Díez is hereby re-elected as independent Board Member for another period of four years, following the expiration of the mandate conferred upon her by the 2006 General Assembly of Shareholders.
- b) On the proposal of the Appointments and Remunerations Committee, the co-optation appointment of Mr. José Borrell Fontelles, as an independent member, to serve a four-year term, is hereby ratified.
Fourth Decision: Re-election or appointment of the Company's or Consolidated Group's Accounts Auditor for the 2010 financial year.
Pursuant to article 204 of TR of the LSA, the Auditor of the Company and its group of companies, Pricewaterhouse Coopers SL, holder of Tax ID B-79031290, domiciled in Madrid, at Paseo de la Castellana, 43, entered in the Company Registry of Madrid, Volume 9,267, on page 8,054, sheet number 87,250, and in the Official Registry Of Auditors with number 50-242, is hereby appointed for a one-year term, for the ongoing 2010 financial year.
Fifth Decision: The special report on the Administrators' Remuneration Policy and the report on article 116 bis of the Stock Exchange Laws are hereby approved.
Sixth Decision: General assembly authorizations granted the Board of Directors.
In accordance with article 153-1-b) of the Consolidated Text of the Law governing Limited Liability Companies, the faculty of the Board of Directors, granted by the Ordinary General Assembly of Shareholders on 6th April 2008, to increase the equity capital, once or several times, up to eleven million three hundred eight thousand seven hundred ten Euros ( $(1, 308, 710)$ equal to fifty percent (50%) of the equity capital at the time of this authorization, through monetary contributions, with or without issuance bonus, in the amount and whenever the Board itself may deem necessary and without having to first consult the General Assembly, is hereby ratified. Likewise, in accordance with article 159, section 2 of the Consolidated Text of the Law governing Limited Liability Companies, the Board of Directors' are authorized to decide whether or not to exclude, as the case may be, pre-emptive subscription rights in relation to the increases that may be decided upon by virtue of this decision, if the circumstances envisaged in section 1 of the aforementioned article, relating to equities, concur, and as long as, if excluded, the nominal value of the
shares to be issued plus, as the case may be, the amount of the issuance bonus is equal to the actual value of the company's auditors' report prepared, on the request of the Board of Directors, for that purpose. The Board of Directors is also authorized to re-draft article 6 of the Corporate Bylaws, relating to equity capital, upon the execution of the increase, on the basis of the actual amounts subscribed and disbursed.
Regarding the shares that may be issued pursuant to the abovementioned decisions, the Board of Directors is authorized to apply to the CNMV, the Stock Exchange Governing Body, through any Brokerage House or Company, and to process applications for the aforementioned shares to be admitted to trade on any Stock Exchange Market, whenever the Board of Directors may deem opportune, fulfilling whatsoever requirements that may be set forth in the valid laws.
In accordance with article 27 of the Official Stock Exchange Regulations, the declarations of the shareholders regarding this decision shall be entered in the minutes.
Seventh Decision: General assembly authorizations granted the Board of Directors.
Pursuant to article 319 of the Company Registry Regulation and the general rules of issuance of bonds or debentures, for a period of five (5) years, with the specific faculty of substitution upon any of its members, the company's Board of Directors are authorized to issue any fixed income securities or debt securities of analogous nature (including, but not limited to, certificates, promissory notes or warrants), and fixed income or other types of securities (including warrants) convertible to the Company's shares and/or exchangeable for the Company's shares or for those of other companies within or outside the Company's group, for up to Five Thousand Million Euros (€5,000M), on one or several occasions. The Board of Directors are authorized, with the specific faculty of substitution upon any of its members, to set forth the criteria for determining the bases and modalities to convert, exchange or exercise the faculty to increase the equity capital in the amount necessary to meet the corresponding requests for conversion or exercise, and it is granted the faculty to exclude shareholders' pre-emptive subscription rights, in accordance with article 293.3 of the LSA and all other applicable rules and regulations.
Eighth Decision: General assembly authorizations granted the Board of Directors.
The Board of Directors is authorized to execute share buybacks of the company's own shares whether directly or through subsidiaries or companies in which shares are held up to the maximum envisaged in the current provisions at a price ranging from six Euros ( $66$ ) minimum to sixty Euros ( $\epsilon$ 60) maximum per share. Said authorization is valid for eighteen (18) months counting from date granted, and shall remain subject to the Fourth Section of Chapter IV of the Consolidated Text of the LSA.
To ensure the above, the authorization conferred upon the Board of Directors for the same purposes, by virtue of decision taken at the Shareholders' Ordinary General Assembly meeting held on 5th April 2009, is hereby specifically revoked.
Ninth Decision: Empowerment of the Board of Directors.
Mr. Felipe Benjumea Llorente, Mr. José B. Terceiro, and Mr. Miguel Ángel Jiménez-Velasco Mazarío are hereby specifically authorized, such that any of them may, acting as special representative of this Assembly, appear before a Notary Public, to execute the necessary and due notarizations, as the case may be, to enter the decisions taken into the Company Registry as legally required, undersigning as many documents as may be necessary in the execution of said decisions.
The Board of Directors is also authorized, with the faculty of substitution, to freely interpret, apply, execute and develop the approved decisions, including rectification and fulfillment thereof, and to authorize any of its members to notarize any rectification or complementary deemed necessary to correct any error, defect or omission that could impede the entry of any decision whatsoever into the company registry, to the extent of complying with as many requirements as may be inevitable for the effectiveness of the decisions taken.
E.9 Indicate whether there are any restrictions in the Bylaws establishing a minimum number of shares needed to attend the General Shareholders' Meeting.
Number of shares needed to attend the General Shareholders' meeting 1,500, without detriment to all the shareholders' right to delegate, represent or gather shares.
E. 10 Indicate and explain the policies followed by the company with regard to the granting of proxies at GeneralShareholders' Meetings.
There are no specific policies, to the extent that there is no restriction on the exercise of the right to vote.
The only requirement is that the proxy be granted to another shareholder.
E.11 Indicate whether the company is aware of the policy of institutional investors regarding their participation in the decision-making process of the company.
No
E.12 Indicate the address and means of accessing corporate governance content on the company's website.
The Webpage of the Company, at www.abengoa.com, is regularly updated in both Spanish and English.
Said Webpage contains all the decisions taken at the last General Assembly meeting held on 11th April 2010. It also includes the complete convocation, the agenda and the decisions proposed for the Assembly to approve.
For convening subsequent assemblies, the Company will continue to update the available information to enable shareholders to exercise the right to information, and with it that to vote, under equal conditions.
Finally, with the established techniques and regulations determined, and with the safeguard of the legal security required, the rights to vote or to delegate via the Internet shall be guaranteed.
F - Degree to which corporate governance recommendations are followed
Indicate the degree to which the company follows the recommendations of the Unified Good Governance Code. If any of them are not complied with, explain the recommendations, regulations, practices or criteria that the company applies.
- The bylaws of listed companies should not place an upper limit on the votes that can be cast by a single shareholder, or impose other obstacles to the takeover of the company by means of share purchases on the market. See sections: A.9, B.1.22, B.1.23, E.1 and E.2
Compliant
- When a dominant and a subsidiary company are stock market listed, the two should provide detailed disclosure on:
- a) The type of activity they engage in, and any business dealings between them, as well as between the subsidiary and other group companies;
- b) The mechanisms in place to resolve possible conflicts of interest.
See sections: C.4 and C.7
Compliant
- Even when not expressly required under company commercial law, any decisions involving a fundamental corporate change should be submitted to the general shareholders' meeting for approval or ratification. In particular:
- a) The transformation of listed companies into holding companies through the process of subsidiarisation, i.e. reallocating core activities to subsidiaries that were previously carried out by the originating firm, even though the latter retains full control of the former;
- b) Any acquisition or disposal of key operating assets that would effectively alter the company's corporate purpose;
- c) Operations that effectively add up to the company's liquidation.
Partially compliant
The company has not incorporated this regulation, on a non-mandatory basis, to its internal rules (Social Bylaws), which does not prevent from complying in practice with said Recommendation
- Detailed proposals of the resolutions to be adopted at the general shareholders' meeting, including the information stated in recommendation 28, should be made available at the same time as the publication of the meeting notice.
Compliant
- Separate votes should be taken at the general shareholders' meeting on materially separate items, so shareholders can express their preferences in each case, In order for the shareholders to exercise their voting preferences separately. And that said rule is applied, particularly:
The appointment or ratification of directors, with separate voting on each candidate: Amendments to the bylaws, with votes taken on all Articles or groups of Articles that are materially different. See section: E.8
Compliant
- Companies should allow split votes, so financial intermediaries acting as nominees on behalf of different clients can issue their votes according to instructions. See section: E.4
Compliant
- The board of directors should perform its duties with unity of purpose and independent judgement, according all shareholders the same treatment. It should be guided at all times by the company's best interest and, as such, strive to maximise its value over time. It should likewise ensure that the company abides by the laws and regulations in its dealings with stakeholders; fulfils its obligations and contracts in good faith; respects the customs and good practices of the sectors and territories where it does business; and upholds any additional social responsibility principles it has subscribed to voluntarily.
Compliant
- The board should see the core components of its mission as to approve the company's strategy and authorise the organisational resources to carry it forward, and to ensure that management meets the objectives set while pursuing the company's interests and corporate purpose. As such, the board in full should reserve the right to approve:
a) The company's general policies and strategies, and in particular:
- i) The strategic or business plan, management targets and annual budgets;
- ii) Investment and financing policy;
- iii) Design of the structure of the corporate group;
- iv) Corporate governance policy;
- v) Corporate social responsibility policy;
- vi) Remuneration and evaluation of senior officers;
vii) Risk control and management, and the periodic monitoring of internal information and control systems.
viii) Dividend policy, as well as the policy and limits applying to treasury stock.
See sections: B.1.10., B.1.13., B.1.14 and D.3
b) The following decisions:
i) On the proposal of the company's chief executive, the appointment and removal of senior officers, and their compensation clauses.
See section: B.1.14
ii) Directors' remuneration and, in the case of executive directors, the additional consideration for their management duties and other contract conditions.
See section: B.1.14
iii) The financial information that all listed companies must periodically disclose. iv) Investments or operations considered strategic by virtue of their amount or special characteristics, unless their approval corresponds to the general shareholders' meeting; v) The creation or acquisition of shares in special purpose vehicles or entities resident in countries or territories considered tax havens, and any other transactions or operations of a comparable nature whose complexity might impair the transparency of the group.
c) Transactions which the company conducts with directors, significant shareholders, shareholders with board representation or other persons related thereto ("related-party transactions").
However, board authorisation need not be required for related-party transactions that simultaneously meet the following three conditions:
1st. They are governed by standard form agreements applied on an across-the-board basis to a large number of clients;
2nd. They go through at market rates, generally set by the person supplying the goods or services; 3rd. Their amount is no more than 1% of the company's annual revenues. It is advisable that related-party transactions should only be approved on the basis of a favourable report from the audit committee or some other committee handling the same function; and that the directors involved should neither exercise nor delegate their votes, and should withdraw from the meeting room while the board deliberates and votes.
Ideally the above powers should not be delegated with the exception of those mentioned in b) and c), which may be delegated to the executive committee in urgent cases and later ratified by the full board.
See sections: C.1 and C.6
Compliant
- In the interests of maximum effectiveness and participation, the board of directors should ideally comprise no fewer then five and no more than fifteen members. See section: B.1.1
Compliant
- External directors, proprietary and independent, should occupy an ample majority of board places, while the number of executive directors should be the minimum practical bearing in mind the complexity of the corporate group and the ownership interests they control. See sections: A.2., A.3., B.1.3 and B.1.14
Compliant
- In the event that some external director can be deemed neither proprietary nor independent, the company should disclose this circumstance and the links that person maintains with the company or its senior officers, or its shareholders. See section: B.1.3
Not applicable
- That among external directors, the relation between proprietary members and independents should match the proportion between the capital represented on the board by proprietary directors and the remainder of the company's capital.
This proportional criterion can be relaxed so the weight of proprietary directors is greater than would strictly correspond to the total percentage of capital they represent:
- In large cap companies where few or no equity stakes attain the legal threshold for significant shareholdings, despite the considerable sums actually invested. 2. In companies with a plurality of shareholders represented on the board but not otherwise related.
See sections: B.1.3, A.2 and A.3
Compliant
- The number of independent directors should represent at least one third of all board members. See section: B.1.3
Compliant
- The condition of each director should be explained to the shareholders at general meeting of shareholders, which will make or ratify his or her appointment. Such determination should subsequently be confirmed or reviewed in each year's annual corporate governance report, after verification by the nomination committee. The said report should also disclose the reasons for the appointment of proprietary directors at the urging of
shareholders controlling less than 5% of capital; and explain any rejection of a formal request for a board place from shareholders whose equity stake is equal to or greater than that of others applying successfully for a proprietary directorship. See sections: B.1.3 and B.1 4
Compliant
- When women directors are few or non existent, the board should state the reasons for this situation and the measures taken to correct it; in particular, the Nomination Committee should take steps to ensure that:
The process of filling board vacancies has no implicit bias against women candidates; The company makes a conscious effort to include women with the target profile among the candidates for board places. See sections: B.1.2, B.1.27 and B.2.3
Compliant
- The chairman, as the person responsible for the proper operation of the board, should ensure that directors are supplied with sufficient information in advance of board meetings. and work to procure a good level of debate and the active involvement of all members, safeguarding their rights to freely express and adopt positions; he or she should organise and coordinate regular evaluations of the board and, where appropriate, the company's chief executive, along with the chairmen of the relevant board committees. See section: B.1.42
Compliant
- When a company's chairman is also its chief executive, an independent director should be empowered to request the calling of board meetings or the inclusion of new business on the agenda; to coordinate and give voice to the concerns of external directors; and to lead the board's evaluation of the chairman. See section: B.1.21
Explanation
The Board of Directors currently comprises fifteen members. The Regulations of the Board of Directors regulate the composition, functions and internal organization of the governing body. Furthermore, the company has an Internal Code of Conduct in Stock Markets applicable to board members, the senior management and any other employees who may be affected by the terms thereof on account of their post or assigned duties. The Regulations of the General Shareholders' Meeting regulate the formal aspects and internal system for staging shareholders' meetings. Lastly, the Board of Directors is assisted by its Audit Committee and the Appointments and Remuneration Committee, which both have their own respective Internal Regulations. All these rules and regulations are brought together in a consolidated text of the company's Internal Good Governance Rules, which is available from the company's website, www.abengoa.com. Since its inception, the Appointments and Remuneration Committee has been analyzing the structure of the company's governing bodies and has been working to adapt it to incorporate corporate governance recommendations, paying particular attention to the historic and special configuration of these bodies within Abengoa. In accordance with this analysis, in February 2007 the Committee recommended the creation of the post of coordinating director, coupled with the elimination of the Advisory Committee to the Board of Directors. The first measure was in order to incorporate the most recent corporate governance recommendations, as created in Spain in 2006, whereas the second was proposed because the Committee considered that the Advisory Committee had already fulfilled the function for which it was originally created and that its coexistence with the corporate bodies could lead to conflicts of power. Both proposals were approved at a meeting of the Board of Directors held in February 2007 and
at the General Shareholders' Meeting held on April 15 of the same year appointing Mr. José B. Terceiro in representation of Aplicaciones Digitales S.L., as coordinating director, acting as independent, up to date.
On a final note, in October 2007 the Committee proposed to the Board that it accept the resignation of Mr. Javier Benjumea Llórente from his position as Vice-Chairman, with the consequent revocation of his delegated powers, and likewise accept the appointment of a new natural person to represent Abengoa and the Focus-Abengoa Foundation in those entities or companies in which they have an appointed position.
The Committee then considered it advisable to recommence its study on the number and characteristics of the Vice-Chairman of the Board of Directors within the current structure of governing bodies.
As a result of this, the Committee thought it necessary for the Vice-Chairman of Abengoa to have the powers conferred by the Spanish Public Limited Companies Act (Ley de Sociedades Anónimas) with regard to the organic representation of the company on the one hand, and, on the other, as a counterweight to the functions of the Chairman within the Board of Directors. On this basis, it considered that the coordinating director – with the functions assigned to that position by the resolutions of the Board of Directors (February 2007) and the General Shareholders' Meeting (April 2007) – was the ideal figure, given the corporate governance recommendations and the structure of the company, as well as the composition and diversity of its directors. The coordinating director has already been entrusted with the task of coordinating the concerns and motivations of the other Board members, and as such has the power to request that a Board meeting be convened and that new items be included on the agenda. In its role as the visible head of Board members' interests, it has, more de facto than de jure, a certain representative nature on the Board, and it therefore seemed appropriate to confirm and expand this representation by making the post both institutional and organic.
For the reasons outlined above, the Committee proposed Aplicaciones Digitales, S.L. (Aplidig, represented by Mr José B. Terceiro Lomba), the current coordinating director, as the new Vice-Chairman to the Board of Directors. In addition, and within the functions of organic representation, the current Vice-Chairman, jointly with the Chairman of the Board, was put forward as the physical representative of Abengoa in its capacity as the Chair of the Focus-Abengoa Foundation, as well as in any other foundations and institutions in which the company is or must be represented.
In view of the above, on December 10, 2007, the Board of Directors agreed to appoint Aplicaciones Digitales, S.L. (represented by Mr José B. Terceiro Lomba), the current coordinating director, as executive deputy Chairman of the Board of Directors, with the unanimous consent of the independent directors for the company to continue acting as coordinating director in spite of its new appointment as executive deputy Chairman.
In addition, and within the functions of organic representation (conferred by means of a power of attorney granted by the Board of Directors on July 23, 2007), the Vice-Chairman, jointly with the Chairman of the Board of Directors, has been put forward as the physical representative of Abengoa, in its capacity as the Chair of the Board of the Focus-Abengoa Foundation, as well as in any other foundations and institutions in which the company is or must be represented.
- The secretary should take care to ensure that the board's actions:
a) Adhere to the spirit and letter of laws and their implementing regulations, including those issued by regulatory agencies;
b) Comply with the company bylaws and the regulations of the general shareholders' meeting, the board of directors and others;
c) Are informed by those good governance recommendations of the Unified Code that the company has subscribed to.
In order to safeguard the independence, impartiality and professionalism of the secretary,
his or her appointment and removal should be proposed by the nomination committee and approved by a full board meeting; the relevant appointment and removal procedures being spelled out in the board's regulation. See section: B.1.34
Compliant
- The board should meet with the necessary frequency to properly perform its functions, in accordance with a calendar and agendas set at the beginning of the year, to which each director may propose the addition of other items. See section: B.1.29
Compliant
- Director absences should be kept to the bare minimum and quantified in the annual corporate governance report. When directors have no choice but to delegate their vote, they should do so with instructions.
See sections: B.1.28 and B.1.30
Compliant
- When directors or the secretary express concerns about some proposal or, in the case of directors, about the company's performance, and such concerns are not resolved at the meeting, the person expressing them can request that they be recorded in the minute book.
Compliant
- The board in full should evaluate the following points on a yearly basis:
The quality and efficiency of the board's operation; Starting from a report submitted by the nomination committee, how well the chairman and chief executive have carried out their duties;
The performance of its committees on the basis of the reports furnished by the same. See section: B.1.19
Compliant
- All directors should be able to exercise their right to receive any additional information they require on matters within the board's competence. Unless the bylaws or board regulations indicate otherwise, such requests should be addressed to the chairman or secretary. See section: B.1.42
Compliant
- All directors should be entitled to call on the company for the advice and quidance they need to carry out their duties. The company should provide suitable channels for the exercise of this right, extending in special circumstances to external assistance at the company's expense. See section: B.1.41
Compliant
-
Companies should set up orientation programs that may provide new board members with quick and sufficient knowledge of the company and its corporate governance rules and regulations. Companies should make knowledge updating programs available to board members whenever the circumstances deem it advisable.
-
Companies should require their directors to devote sufficient time and effort to perform their duties effectively, and, as such:
a) Directors should apprise the Nomination Committee of any other professional obligations, in case they might detract from the necessary dedication;
b) Companies should lay down rules about the number of directorships their board members can hold.
See sections: B.1.8, B.1.9 and B.1.17
Partially compliant
Section (a) of this recommendation is complied with, in that the Appointments and Remuneration Committee is kept duly informed of the professional duties of Board members, as well as their potential needs with regard to any information they may need to exercise them. In relation to section (b), there are no limits on participation on other Boards, and this aspect is left to the responsible judgement of each director.
- The proposal for the appointment or renewal of directors which the board submits to the general shareholders' meeting, as well as provisional appointments by the method of cooptation, should be approved by the board:
a) On the proposal of the nomination committee, in the case of independent directors.
b) Subject to a report from the nomination committee in all other cases. See section: B.1.2
Compliant
- Companies should post the following director particulars on their websites, and keep them permanently updated:
a) Professional experience and background;
b) Directorships held in other companies, listed or otherwise;
c) An indication of the director's classification as executive, proprietary or independent; in the case of proprietary directors, stating the shareholder they represent or have links with.
d) The date of their first and subsequent appointments as a company director, and;
e) Shares held in the company and any options on the same.
Compliant
- Independent directors should not stay on as such for a continuous period of more than 12 years. See section: B.1.2
Compliant
-
Proprietary directors should resign when the shareholders they represent dispose of their ownership interest in its entirety. If such shareholders reduce their stakes, thereby losing some of their entitlement to proprietary directors, the latter's number should be reduced accordingly. See sections: A.2., A.3 and B.1.2
-
The board of directors should not propose the removal of independent directors before the expiry of their tenure as mandated by the bylaws, except where just cause is found by the board, based on a proposal from the Nomination Committee. In particular, just cause will be presumed when a director is in breach of his or her fiduciary duties or comes under one of the disqualifying grounds enumerated in section III.5 (Definitions) of this Code.
The removal of independents may also be proposed when a takeover bid, merger or similar corporate operation produces changes in the company's capital structure, in order to meet the proportionality criterion set out in recommendation 12. See sections: B.1.2, B.1.5 and B.1.26
Compliant
- Companies should establish rules obliging directors to inform the board of any circumstance that might harm the organisation's name or reputation, tendering their resignation as the case may be, with particular mention of any criminal charges brought against them and the progress of any subsequent trial.
The moment a director is indicted or tried for any of the crimes stated in Article 124 of the Spanish Companies Act (Ley de Sociedades Anónimas), the board should examine the matter and, in view of the particular circumstances and potential harm to the company's name and reputation, decide whether or not he or she should be called on to resign. The board should also disclose all such determinations in the annual corporate governance report. See sections: B.1.43 and B.1.44
Compliant
- All directors should express clear opposition when they feel a proposal submitted for the board's approval might damage the corporate interest. In particular, independents and other directors unaffected by the conflict of interest should challenge any decision that could go against the interests of shareholders lacking board representation.
When the board makes material or reiterated decisions about which a director has expressed serious reservations, then he or she must draw the pertinent conclusions. Directors resigning for such causes should set out their reasons in the letter referred to in the next recommendation. The terms of this recommendation should also apply to the secretary of the board; director or otherwise.
Compliant
- Directors who give up their position before their tenure expires, through resignation or otherwise, should state their reasons in a letter to be sent to all members of the board. Irrespective of whether such resignation is filed as a significant event, the motive for the same must be explained in the annual corporate governance report. See section: B.1.5
Compliant
- The company's remuneration policy, as approved by its board of directors, should specify at least the following points:
a) The amount of the fixed components, itemised where necessary, of board and board committee attendance fees, with an estimate of the fixed annual payment they give rise to; b) Variable components, in particular:
i) The types of directors they apply to, with an explanation of the relative weight of variable to fixed remuneration items.
ii) Performance evaluation criteria used to calculate entitlement to the award of shares or share options or any performance-related remuneration;
iii) The main parameters and grounds for any system of annual bonuses or other, non cash benefits: and
iv) An estimate of the sum total of variable payments arising from the remuneration policy proposed, as a function of degree of compliance with pre-set targets or benchmarks.
c) The main characteristics of pension systems (for example, supplementary pensions, life insurance and similar arrangements), with an estimate of their amount of annual equivalent cost. d) The conditions to apply to the contracts of executive directors exercising senior management functions, among them:
i) Duration:
ii) Notice periods; and
iii) Any other clauses covering hiring bonuses, as well as indemnities or 'golden parachutes' in the event of early termination of the contractual relation between company and executive director.
See section: B.1.15
Compliant
- Remuneration comprising the delivery of shares in the company or other companies in the group, share options or other share-based instruments, payments linked to the company's performance or membership of pension schemes should be confined to executive directors.
The delivery of shares is excluded from this limitation when directors are obliged to retain them until the end of their tenure.
See sections: A.3 and B.1.3
Compliant
- External directors' remuneration should sufficiently compensate them for the dedication, abilities and responsibilities that the post entails, but should not be so high as to compromise their independence.
Compliant
- In the case of remuneration linked to company earnings, deductions should be computed for any qualifications stated in the external auditor's report.
Compliant
- In the case of variable awards, remuneration policies should include technical safeguards to ensure they reflect the professional performance of the beneficiaries and not simply the general progress of the markets or the company's sector, atypical or exceptional transactions or circumstances of this kind
Compliant
- The Board should submit a report on the directors' remuneration policy to the advisory vote of the general shareholders' meeting, as a separate point on the agenda. This report can be supplied to shareholders separately or in the manner each company sees fit.
The report will focus on the remuneration policy the board has approved for the current year with reference, as the case may be, to the policy planned for future years. It will address all the points referred to in recommendation 35, except those potentially entailing the disclosure of commercially sensitive information. It will also identify and explain the most significant changes in remuneration policy with respect to the previous year, with a global summary of how the policy was applied over the period in question.
The role of the remuneration committee in designing the policy should be reported to the meeting, along with the identity of any external advisors engaged. See section: B.1.16
Compliant
- The notes to the annual accounts should list individual directors' remuneration in the year, including:
a) A breakdown of the compensation obtained by each company director, to include where appropriate:
i) Participation and attendance fees and other fixed director payments;
ii) Additional compensation for acting as chairman or member of a board committee;
iii) Any payments made under profit-sharing or bonus schemes, and the reason for their accrual;
iv) Contributions on the director's behalf to defined-contribution pension plans, or any increase
in the director's vested rights in the case of contributions to defined-benefit schemes;
v) Any severance packages agreed or paid;
vi) Any compensation they receive as directors of other companies in the group: vii) The remuneration executive directors receive in respect of their senior management posts: viii) Any kind of compensation other than those listed above, of whatever nature and provenance within the group, especially when it may be accounted a related-party transaction or when its omission would detract from a true and fair view of the total remuneration received by the director.
b) An individual breakdown of deliveries to directors of shares, share options or other share-based instruments, itemised by:
i) Number of shares or options awarded in the year, and the terms set for their execution; ii) Number of options exercised in the year, specifying the number of shares involved and the exercise price;
iii) Number of options outstanding at the annual close, specifying their price, date and other exercise conditions:
iv) Any change in the year in the exercise terms of previously awarded options.
c) Information on the relation in the year between the remuneration obtained by executive directors and the company's profits, or some other measure of enterprise results.
Compliant
- When the company has an executive committee, the breakdown of its members by director category should be similar to that of the board itself. The secretary of the board should also act as secretary to the executive committee. See sections: B.2.1 and B.2.6
Not applicable
- The board should be kept fully informed of the business transacted and decisions made by the executive committee. To this end, all board members should receive a copy of the committee's minutes.
Not applicable
- In addition to the audit committee mandatory under the Securities Market Act (Ley del Mercado de Valores), the board of directors should form a committee, or two separate committees, of nomination and remuneration.
The rules governing the make-up and operation of the audit committee and the committee or committees of nomination and remuneration should be set forth in the board regulations, and include the following:
a) The board of directors should appoint the members of such committees with regard to the knowledge, aptitudes and experience of its directors and the terms of reference of each committee; discuss their proposals and reports; and be responsible for overseeing and evaluating their work, which should be reported to the first board plenary following each meeting;
b) These committees should be formed exclusively of external directors and have a minimum of three members. Executive directors or senior officers may also attend meetings, for information purposes, at the committees' invitation.
c) Committees should be chaired by an independent director.
d) They may engage external advisors, when they feel this is necessary for the discharge of their duties.
e) Meeting proceedings should be minuted and a copy sent to all board members. See sections: B.2.1 and B.2.3
Partially compliant
Barring section b) above, all requirements are duly met. We would refer you to Recommendation 54 as regards the presence of an executive director on the Appointments Committee. In relation to an executive director's presence on the Audit Committee, and in addition to the explanation provided under point B.1.21 above (independent director designated as coordinating director and subsequently appointed vice-chairman, who will remain as coordinating director following the unanimous consent of the remaining independent directors to such effect), we would add that their seat on the Audit Committee is due (leaving aside their knowledge and experience in matters of accounting and auditing) to the wishes of the independent directors, given that the executive director acts as a nexus between such independent directors (irrespective of whether they sit on such committees and particularly insofar as they don't) and the committee (and also the Appointments Committee).
- The job of supervising compliance with internal codes of conduct and corporate governance rules should be entrusted to the audit committee, the nomination committee or, as the case may be, separate compliance or corporate governance committees.
Compliant
- All members of the audit committee, particularly its chairman, should be appointed with regard to their knowledge and background in accounting, auditing and risk management matters.
Compliant
- Listed companies should have an internal audit function, under the supervision of the audit committee, to ensure the proper operation of internal reporting and control systems.
Compliant
-
The head of internal audit should present an annual work programme to the Audit Committee; report to it directly on any incidents arising during its implementation; and submit an activities report at the end of each year.
-
Control and risk management policy should specify at least:
The different types of risk (operational, technological, financial, legal, reputational...) the company is exposed to, with the inclusion under financial or economic risks of contingent liabilities and other off-balance-sheet risks;
The determination of the risk level the company sees as acceptable; Measures in place to mitigate the impact of risk events should they occur; The internal reporting and control systems to be used to control and manage the above risks. including contingent liabilities and off-balance-sheet risks. See section: D
Compliant
-
The audit committee's role should be:
-
With respect to internal control and reporting systems:
a) To supervise the preparation process and monitor the integrity of the financial information on the company and, if applicable, the group, and to verify compliance with regulatory requirements, the appropriate boundaries of the scope of consolidation and the correct application of accounting principles.
b) Periodically review the systems for the internal monitoring and management of risks, so that the principal risks are identified, managed and properly disclosed.
c) Monitor the independence and efficacy of the internal audit function; propose the selection, appointment, reappointment and removal of the head of internal audit; propose the department's budget; receive regular report-backs on its activities; and verify that senior management are acting on the findings and recommendations of its reports. d) Establish and supervise a mechanism whereby staff can report, confidentially and, if necessary, anonymously, any irregularities they detect in the course of their duties, in particular financial or accounting irregularities, with potentially serious implications for the firm.
- With respect to the external auditor:
a) To submit to the Board proposals for the selection, appointment, reappointment and removal of the external auditor, and the terms and conditions of its engagement. b) To receive regular information from the external auditor on the progress and findings of the audit plan and to check that senior management are acting on its recommendations. c) Monitor the independence of the external auditor, to which end:
i) The company should notify any change of auditor to the CNMV as a significant event. accompanied by a statement of any disagreements arising with the outgoing auditor and the reasons for the same.
ii) The Committee should ensure that the company and the auditor adhere to current regulations on the provision of non-audit services, the limits on the concentration of the auditor's business and, in general, other requirements designed to safeguard auditors' independence;
iii) The Committee should investigate the issues giving rise to the resignation of any external auditor.
d) In the case of groups, the Committee urges the group auditor to take on the auditing of all component companies.
See sections: B.1.35, B.2.2, B.2.3 and D.3
Compliant
-
The audit committee should be empowered to meet with any company employee or manager, even ordering their appearance without the presence of another senior officer.
-
The audit committee should prepare information on the following points from recommendation 8 for input to board decision-making:
a) The financial information that all listed companies must periodically disclose. The committee should ensure that interim statements are drawn up under the same accounting principles as the annual statements and, to this end, may ask the external auditor to conduct a limited review.
b) The creation or acquisition of shares in special purpose vehicles or entities resident in countries or territories considered tax havens, and any other transactions or operations of a comparable nature whose complexity might impair the transparency of the group. c) Related-party transactions, except where their scrutiny has been entrusted to some other supervision and control committee.
See sections: B.2.2 and B.2.3
Compliant
- The board of directors should seek to present the annual accounts to the General Shareholders' Meeting without reservations or qualifications in the audit report. Should such reservations or qualifications exist, both the Chairman of the Audit Committee and the auditors should give a clear account to shareholders of their scope and content. See section: B.1.38
Compliant
- The majority of nomination committee members - or nomination and remuneration committee members as the case may be - should be independent directors. See section: B.2.1
Compliant
- The nomination committee should have the following functions in addition to those stated in earlier recommendations:
a) Evaluate the balance of skills, knowledge and experience on the board, define the roles and capabilities required of the candidates to fill each vacancy, and decide the time and dedication necessary for them to properly perform their duties.
b) Examine or organise, in appropriate form, the succession of the chairman and chief executive, making recommendations to the board so the handover proceeds in a planned and orderly manner.
c) Report on the senior officer appointments and removals which the chief executive proposes to the board.
d) Report to the board on the gender diversity issues discussed in recommendation 14 of this code.
See section: B.2.3
Compliant
- The nomination committee should consult with the company's chairman and chief executive, especially on matters relating to executive directors.
Any board member may suggest directorship candidates to the nomination committee for its consideration.
- The remuneration committee should have the following functions in addition to those stated in earlier recommendations:
a) Make proposals to the board of directors regarding:
i) The remuneration policy for directors and senior officers;
ii) The individual remuneration and other contractual conditions of executive directors;
iii) The standard conditions for senior officer employment contracts.
b) Oversee compliance with the remuneration policy set by the company. See sections: B.1.14 and B.2.3
Compliant
- The remuneration committee should consult with the chairman and chief executive, especially on matters relating to executive directors and senior officers.
G - Other information of interest
If you consider that there is any material aspect or principle relating to the Corporate Governance practices followed by your company that has not been addressed in this report, indicate and explain below.
First annex:
Total:
A table detailing the individual remuneration of directors is attached hereto as complementary information to section B.1.11 and following.
Remuneration of directors - 2010 (in thousand euros)
| Name | Allowances for boardattendance and otherremuneration as director |
|---|---|
| Felipe Benjumea Llorente | 93 |
| Aplidig, S.L. (1) | 180 |
| Manual Sánchez Ortega (2) | 19 |
| José B. Terceiro Lomba | |
| Carlos Sebastián Gascón | 166 |
| Daniel Villalba Vilá | 166 |
| Mercedes Gracia Díez | 110 |
| Miguel Martín Fernández | 121 |
| Alicia Velarde Valiente | 110 |
| Jose Borrell Fontelles | 200 |
| José Luis Aya Abaurre | 110 |
| José Joaquín Abaurre Llorente | 110 |
| Maria Teresa Benjumea Llorente | 78 |
| Javier Benjumea Llorente | 78 |
| Ignacio Solís Guardiola | 78 |
| Fernando Solís Martínez-Campos | 78 |
| Carlos Sundhein Losada | 78 |
| Total: | 1.775 |
| Name | Remunerationfor membership ofboard committees |
|---|---|
| Carlos Sebastián Gascón | 110 |
| Daniel Villalba Vilá | 110 |
| Mercedes Gracia Díez | 44 |
| Miguel Martín Fernández | 33 |
| Alicia Velarde Valiente | 44 |
| Jose Borrell Fontelles | 100 |
| José Luis Aya Abaurre | 44 |
| José Joaquín Abaurre Llorente | 44 |
529
| Name | Remunerationfor directorships withinother group companies |
|---|---|
| José B. Terceiro LombaCarlos Sebastián GascónDaniel Villalba ViláMaria Teresa Benjumea Llorente | 25343424 |
| Total: | 117 |
| Name | Remun. for seniormanagement functions -executive directors |
| Felipe Benjumea LlorenteAplidig, S.L. (1)Manual Sánchez Ortega (2) | 3,3902,804107 |
| Total: | 6,301 |
| NameFelipe Benjumea LlorenteAplidig, S.L. (1)Manual Sánchez Ortega (2)José B. Terceiro LombaCarlos Sebastián GascónDaniel Villalba ViláMercedes Gracia DíezMiguel Martín FernándezAlicia Velarde ValienteJose Borrell FontellesJosé Luis Aya AbaurreJosé Joaquín Abaurre LlorenteMaria Teresa Benjumea LlorenteJavier Benjumea LlorenteIgnacio Solís GuardiolaFernando Solís Martínez-CamposCarlos Sundhein Losada | Total remuneration3,4832,98412625310310154154154300154154102268787878 |
| Name | Others |
| Javier Benjumea Llorente | 190 |
| Total: | 8,912 |
(1) Represented by José B. Terceiro/Aplidig SL (2) From 25/10/2010
Comparing directors' salary in 2009 and 2010 (8.7 M € in 2009 and 8.9 M € in 2010), it is concluded that a 2.2% has been applied in its total value.
Second annex:
International Advisory Board
Abengoa has created an international Advisory Board that consists of a maximum of nine members. Only the Board of Directors is empowered to elect them and appoint its chairperson. It will act of secretary the Technical General Secretary of Abengoa.
The Advisory Committee is a non-ruled voluntary body that renders technical and advisory consultancy services to the Board of Directors, to which it is organically and functionally subordinate, as consultant and strictly professional adviser; its main function is to serve as support to the Board of Directors within the scope of the latter's own competences, collaborating and advising, basically focusing its activities on responding to enquiries made by the Board of Directors in connection to all issues that the Board of Directors may enquire on or even raising proposals deemed outcome of their experience and analysis.
Its current composition is as follows:
| Name | Position | Type |
|---|---|---|
| José Borell Fontelles | Chairperson | Independent |
| Mario Molina | Member | Independent |
| Nicholas Stern | Member | Independent |
| Jerson Kelman | Member | Independent |
| Ricardo Hausmann | Member | Independent |
| Pamposh Bhat | Member | Independent |
| Kemal Dervis | Member | Independent |
Tirth annex:
The Internal Code of Conduct in Stock Markets was instituted in August 2007 and it is applicable to all administrators, to the Strategy Committee members and to some employees depending on the activity they develop and the information to which they may have access.
It establishes the obligation to safeguard the information and to protect the confidentiality of relevant facts in the stages prior to decision and publication, as well as establishing the procedure for maintaining internal and external confidentiality, the shares ownership registry, stock operations and interest conflicts.
The secretary general is in charge of monitoring and supervision. It's available at www.abengoa.com.
Fourth annex:
D.4 Identification and description of the processes for complying with the different regulations that affect the company and/or its group.
In February 2010, the National Stock Market Commission published the document "Internal Control over Financial Reporting in Listed Entities", which contains two new legal obligations that listed companies must meet from 2011 onwards:
The audit committees will be responsible for supervising the financial reporting and the Ē, efficiency of the company's internal control and risk management systems.
Companies will have to inform the markets of their systems of internal control over financial reporting through the Annual Corporate Governance Report.
The National Stock Market Commission's document is based on COSO and includes 30 recommended practices divided into five components:
- Internal Control Environment
- Financial Reporting Risk Assessment
- Control Activities
- Information and Communication, and
- System Operation Supervision
Since 2007, Abengoa has voluntarily submitted its Internal Control Systems to external evaluation, with the issuance of an audit opinion under PCAOB standards and a compliance audit under section 404 of the Sarbanes-Oxley Act (SOX).
This fact implies that Abengoa has been complying strictly with the reference indicators included in the National Stock Market Commission's "Systems of Internal Control over Financial Reporting" document for four financial years.
The conceptual framework used as a reference is the COSO model, since it is the model that is closest to the approach required by SOX, which has also been presented to the Audit Committee. In this model, internal control is defined as the process carried out in order to provide reasonable assurance of the attainment of certain objectives, such as compliance with laws and regulations, the reliability of financial reporting and the effectiveness and efficiency of operations.
I) Internal Audit service
In order to supervise the sufficiency, suitability and efficient working of the internal control and risk management systems, the Committee received regular information in 2010 from the person responsible for Corporate Internal Audit in relation to:
- The Annual Internal Audit Plan and the degree to which it had been met.
- The degree of implementation of the recommendations issued.
- Other more detailed explanations which the Audit Committee had requested.
One factor that had a decisive effect on the number of recommendations issued was the performance of internal control compliance audits under PCAOB (Public Accounting Oversight Board) standards, in accordance with the requirements of section 404 of the Sarbanes-Oxley Act (SOX).
I. i) The Internal Audit service in Abengoa
The Internal Audit service originated as an independent global function, reporting to the Audit Committee of the Board of Directors, with the principal objective of supervising Abengoa's internal control and significant risk management systems.
I. ii) Structure and Team
Abengoa's Internal Audit service is structured around the joint audit services, which act in coordination. To meet its functions and carry on its activities, it has a structure based on multidisciplinary teams, formally organized by geographical area, which work under a sole Annual Plan of activities and share execution of the tasks on the basis of their qualifications, applying the best international practices.
I. iii). General Objectives
Objectives of the Internal Audit Service:
Forestalling the audit risks to which group companies, projects and activities are exposed, such as fraud, capital losses, operational inefficiencies and, in general, any risks that may affect the healthy running of the business.
Controlling the manner in which the corporate Common Management Systems are applied.
To create value for Abengoa and its Business Groups, promoting the creation of synergies and the monitoring of optimal management practices.
To coordinate the criteria and focuses for the work with the external auditors, seeking the greatest efficiency and profitability of the two functions.
Analysis and processing of the complaints received and notification of the work performed to the Audit Committee.
To evaluate the companies' audit risk following an objective procedure. To develop the Work Plans with the appropriate scopes for each different situation.
I. iv). Evaluation of the Internal Audit Service
In 2010, Abengoa commenced a process for the independent evaluation of the Audit service in accordance with the standards of the Institute of Internal Auditors.
The objective of the evaluation of the Internal Audit Service is to assess organization, processes and performance in the internal audit field, in order to fix the parameters to improve the Audit Service's effectiveness and efficiency and thus deal with an increasingly demanding competitive and regulatory environment.
II) External Audit
The auditor of the individual and consolidated annual financial statements of Abengoa, S.A. is PricewaterhouseCoopers, which is also the Group's main auditor.
The Audit Committee proposed the appointment of this firm to the Board of Directors, in order for the latter to subsequently submit it to the General Meeting of Shareholders, due to said firm's extensive knowledge of the Group and its history, which were valued very favorably by both the Committee itself and Management.
Notwithstanding, a significant part of the Group, basically the Information Technologies Business Group (Telvent), is audited by Deloitte.
In addition, other firms collaborate in performing the audit, especially in small companies, both in Spain and abroad, although their scope is not significant in the Group overall.
The Audit Committee's functions include ensuring the independence of the external auditor, proposing the appointment or renewal thereof to the Board of Directors and approving its fees.
II. i) Planning of the External Audit:
To familiarize itself with the external audit plan.
To understand what the company expects from the auditor: type of service, timeframes and information requirements.
To examine the experience of the audit teams.
To appreciate that the main areas of risk will be tackled during the audit.
SOX (Sarbanes-Oxley Act) internal control audit work is assigned to the same firms following the same criterion, since, according to PCAOB (Public Accounting Oversight Board) rules, the firm that issues the opinion on the financial statements must also be the firm that evaluates the internal control over the preparation of these statements, since this internal control is a key factor in "integrated audits".
Abengoa follows the policy of having an external audit performed on all group companies, even if they are not obliged to do so because they do not meet the legal requirements.
A total of 46 new companies have been audited this year, more than 85% of which are being audited by one of the four main international audit firms or "Big Four.
The global fees agreed with the external auditors for the 2010 audit, including the review of regular reporting, the audit of the company listed in the USA under US GAAP and the SOX audit, together with the distribution thereof, is shown below:
| Firm | Fees | Companies | |
|---|---|---|---|
| Spain | PwC | 1,892,187 | 84 |
| Spain | Deloitte (*) | 524,040 | 13 |
| Spain | Other Firms | 49,927 | 8 |
| Abroad | PwC | 1,670,557 | 122 |
| Abroad | Deloitte | 697,521 | 23 |
| Abroad | Other Firms | 157,870 | 26 |
| Total | 4,985,072 | 276 |
(*) Includes, among others, the fees for the quarterly review of the financial statements of the listed subsidiary in the USA under US GAAP.
When assigning work other than the financial audit to any of the "Big Four" audit firms, the company has a prior verification procedure, in order to detect the existence of possible incompatibilities that would prevent the firm from performing the work under the rules of the SEC (Securities Exchange Commission) or ICAC (Instituto de Contabilidad y Auditoría de Cuentas).
The amount of the fees incurred with the four main audit firms for work other than the financial audit in the year 2010 is shown in the following chart:
| Firm | Fees |
|---|---|
| PwC | 3,338,191 |
| Deloitte | 925,549 |
| Kpmg | 2,599,014 |
| Ernst & Young | 295,592 |
| Total | 7,158,346 |
(*) Includes 1,249,500 € for other supplementary audit services provided by the main auditor in accordance with the requirements of current legislation.
When thus required, the external auditor has attended Audit Committee meetings to report on its areas of competency, which are basically the following.
Review of the financial statements of the consolidated group and its companies and issuing an audit opinion thereon.
Although the auditors must issue their opinion on the financial statements as of December 31 each year, the work they conduct in each of the companies includes a review as of an earlier date, which is usually the end of the third quarter (September), in order to anticipate any significant transactions or other matters that have arisen up to said date.
Since the year 2008, Abengoa and its listed subsidiaries voluntarily submit their six-monthly statements to a limited review, issued by the relevant auditor.
Furthermore, reviews are conducted of the quarterly statements prepared in order to provide the financial reporting required by official bodies.
Likewise, the consolidated financial statements of each one of the five Business Groups: Abeinsa, Befesa, Telvent GIT, Abengoa Bioenergía and Abengoa Solar, are audited.
Evaluation of the internal control system and issuance of an audit opinion under PCAOB (Public Company Accounting Oversight Board) standards, (SOX -Sarbanes-Oxley Act-compliance).
The specific PCAOB rules involve the performance of a series of additional audit procedures. The SEC (Securities Exchange Commission) delegates to the PCAOB the preparation and issuance of the standards to be met by the external auditors in the course of their evaluation of internal control in an integrated audit.
In 2010, the external auditors carried out an integrated audit under PCAOB standards.
As a result of this work, the external auditors likewise issued a report with the conclusions of the internal control evaluation. This opinion is additional to the opinion included in the audit report on the annual financial statements, although the PCAOB allows both opinions to be included in the same document.
II. i) Matters of special interest
For certain matters or specific or significant transactions, the external auditor is required to provide its opinion on the criteria adopted by the company, in order to reach a consensus.
II. ii) Independent Verification Reports prepared by external auditors
One of the axes of the company's strategy is its commitment to transparency and meticulousness. To reinforce this commitment, some years ago, the company fixed the objective that all the information that appears in the Annual Report should be verified externally.
Thus, in the year 2007, the company submitted the Corporate Social Responsibility Report to verification for the first time. In the year 2008, it was the Report on Greenhouse Gas Emissions and, in 2009 the Corporate Governance Report was verified externally.
Thus, in the year 2010, 6 reports were issued by the external auditors and form an integral part of the Annual Report:
- Audit report on the Group's consolidated financial statements, as required by current legislation.
- Voluntary audit report on internal audit compliance under PCAOB (Public Company Accounting Oversight Board) standards, as required under section 404 of the Sarbanes-Oxley Act (SOX).
Annual Report 2010 Annual Report on Corporate Governance
- Voluntary reasonable assurance verification report on the Corporate Governance Report, being the first Spanish listed company to obtain a report of this kind.
- Voluntary reasonable assurance verification report on the Corporate Social Responsibility Report.
- Voluntary verification report on the inventory of greenhouse gas emissions.
- Voluntary verification report on the design of the Risk Management System in accordance with the specifications of ISO 31000.
III) Internal Control
The Audit Committee's main objectives concerning internal control over the preparation of the financial reporting are:
- To determine the risks of a possible material error in the financial reporting caused by fraud or possible fraud risk factors.
- Analysis of the procedures to assess the efficiency of internal control in relation to the financial reporting.
- Capacity of the internal controls over the processes that affect Abengoa and its Business Groups.
- To identify the material deficiencies and weaknesses in the internal control in relation to the financial reporting and the response capacity.
- To supervise and coordinate any significant changes made over the internal controls related to the quarterly financial reporting.
- Performance of the quarterly processes of closing the financial statements and differences identified in relation to the processes performed at the year end.
- Putting in place plans and monitoring for the actions implemented to correct the differences identified in the audits.
- Measures to identify and correct possible internal control weaknesses in relation to the financial reporting.
- Analysis of procedures, activities and controls that seek to quarantee the reliability of the $\overline{\phantom{a}}$ financial reporting and prevent fraud.
III i) Complaints Channel
Abengoa and its different Business Groups employ a mechanism for complaints to the Audit Committee, which was formally put in place in the year 2007 under the requirements of the Sarbanes-Oxley Act.
Abengoa has two complaint channels:
An internal channel, which is available to all employees, so that they can notify any alleged irregularity in accounting or audit or breaches of the Code of Conduct. The communication channel is by e-mail or ordinary mail.
$\blacksquare$ An external cannel, available to anyone outside the company, so that they can notify any alleged irregularities, fraudulent actions or breaches of Abengoa's Code of Conduct through the web page (www.abengoa.com).
With the creation of these channels, Abengoa has wished to provide a specific method of communication with Management and the governing bodies, which may be used as a tool to inform them of any possible irregularity, non-compliance, unethical or illegal conduct or breach of the rules that govern the Group.
III. ii) Supervision and Control of the Risk Management Model at Abengoa
Abengoa's Risk Management Model comprises two basic elements:
Business Risks and Risks Associated with the Reliability of Financial Information. The former are covered by the Common Management Systems and the latter by the Compulsory Procedures (SOX)
These two elements form an integrated system that allows appropriate risk management and control at all levels of the organization.
III. iii) Common Management Systems
The Common Management Systems represent the internal rules of Abengoa and all its Business Groups and their method of assessing and controlling risks. They represent a common culture in the management of Abengoa's businesses, sharing the knowledge accumulated and fixing criteria and quidelines for action.
The Common Management Systems include specific procedures that cover any action that may result in either an economic or non-economic risk for the organization. Furthermore, they are available to all employees en electronic format, irrespective of their geographical location or job.
The CMS must verify and certify compliance with these procedures. This annual certification is issued by the Audit Committee in January of the following year.
The Systems cover the whole organization at three levels:
- All the Business Groups and areas of activity;
- All levels of responsibility;
- All kinds of operations.
Our Common Management Systems represent a common culture for Abengoa's different businesses and are composed of eleven Rules defining how each one of the potential risks included in Abengoa's risk model should be managed. Through these systems, the risks and the appropriate way to cover them are identified and the control mechanisms are defined.
Over recent years, the Common Management Systems have evolved to adapt to the new situations and environments in which Abengoa operates, with the principal intention of reinforcing risk identification, covering the risks and fixing control activities.
III. iv) Compulsory Procedures (SOX)
The Compulsory Procedures are used to mitigate the risks relating to the reliability of the financial reporting, by means of a combined system of procedures and control activities in key areas of the company, which are intended to ensure the reliability of the financial reporting and avoid fraud.
As a result of our commitment to transparency, in order to continue to ensure the reliability of the financial reporting prepared by the company, we have continued to reinforce our internal control structure, adapting it to the requirements established in section 404 of the United States Sarbanes-Oxley Act (SOX). For a further year, we have wished to voluntarily submit the internal control system of the whole group to an independent evaluation process conducted by external auditors under the PCAOB (Public Company Accounting Oversight Board) audit standards.
SOX is a compulsory law for all companies listed in the United States and is intended to ensure the reliability of the financial reporting of these companies and protect the interests of their shareholders and investors by setting up an appropriate internal control system. Thus, although only one of the Business Groups -Information Technologies (Telvent)- is obliged to meet SOX requirements, Abengoa deems it necessary to meet these requirements both in the subsidiary that is listed in the United States and in the rest of the companies, since these requirements complete the risk control model used by the company.
An appropriate internal control system is in place and uses three tools:
A description of the company's relevant processes that have a potential impact on the financial reporting that is prepared.
In this respect, 41 Management Processes (MPs) have been identified and grouped into Corporate Cycles and Cycles Common to the Business Groups.
- A series of flow charts that provide a visual description of the processes.
- An inventory of the control activities in each process that ensures attainment of the control objectives.
At Abengoa, we have seen this legal requirement as an opportunity for improvement and, far from being satisfied with the rules included in the Act, have tried to develop our internal control structures, the control procedures and the evaluation procedures applied to a maximum.
This initiative arose in response to the swift expansion undergone by the Group in recent years and future growth expectations, in order to enable us to continue to guarantee the preparation of accurate, timely and complete financial reports to our investors.
In order to meet the requirements of section 404 of the SOX, Abengoa's internal control structure has been redefined following a "Top-Down" approach based on risk analysis.
Said risk analysis covers the initial identification of significant risk areas and the evaluation of the controls that the company has in place over them, starting with those executed at the highest level -corporate and supervisory controls-, then dropping to the operational controls present in each process.
IV) Risk Management
Abengoa is aware of the importance of managing its risks in order to carry out appropriate strategic planning and attain the defined business objectives. To do this, it applies a philosophy formed by a set of shared beliefs and attitudes, which define how risk is considered, starting with the development and implementation of the strategy and ending with the day-to-day activities.
The risk management philosophy is set out and applied through Abengoa's Risk Management System, which is completed with the Universal Risk Model. Abengoa's Risk Management System is shown in the following diagram:
Abengoa defines risk as any potential event that may prevent the company from reaching its business objectives. Abengoa considers that a risk arises as a loss of opportunities and/or strengths or the materialization of a threat and/or strengthening of a weakness.
Abengoa's attitude in the face of risk is awareness, involvement and anticipation. The key principles of Risk Management at Abengoa are the following:
- In order to attain the business objectives fixed, risks must be managed at all levels of the company without exception.
- Risk Management includes the identification and assessment of, response to, monitoring or followup of and reporting of risks in accordance with the procedures in place for these purposes.
- Responses to risks must be consist and must be well adapted to the conditions of the business and the economic environment.
- Management must regularly evaluate the assessment of its risks and the responses that have been designed.
- Monitoring will be conducted regularly and the conformity of the activities of identification, assessment, response, monitoring and reporting included in Abengoa's Risk Management System will be reported.
IV. i) The Universal Risk Model
Abengoa's Universal Risk Model is made up of four categories, twenty subcategories and a total of 94 principal risks for the business. Each one of these risks has an associated series of indicators that allow its probability and impact to be measured and the degree of tolerance of the risk to be defined.
For each risk, at least one probability indicator and an impact indicator have been established. These may be quantitative and/or semi-quantitative indicators, while, at the same time, they allow tolerance levels to be fixed for subsequent evaluation and monitoring.
As a result of the assignation of probability and impact indicators to all the risks that form Abengoa's Universal Risk Model, the risks are classified into four types, each of which has a predetermined risk strategy:
Minor Risk: risks that occur frequently but have little economic impact. These risks are managed to reduce their frequency only if managing them is economically viable.
Tolerable Risk: risks that occur infrequently and have little economic impact. These risks are monitored to check that they are still tolerable.
Severe Risk: frequent risk with a very strong impact. These risks are managed immediately, although, due to the Risk Management processes implemented by Abengoa, it is unlikely that Abengoa needs to tackle this type of risk.
Critical or Emerging Risk: risks that occur infrequently but have a very high economic impact.
Fifth annex:
Abengoa and its business groups have been operating a whistleblower channel since 2007 pursuant to the requirements of the Sarbanes-Oxley Act, whereby interested parties may report to the Audit Committee possible irregular practices concerning accounting, auditing or internal controls over financial reporting. A register is kept of all communications received in relation to the whistleblower, subject to the necessary quarantees of confidentiality, integrity
and availability of the information. The internal audit team conducts an inquiry into each claim it receives.
In cases that involve highly technical matters, the company secures the assistance of independent experts, thus ensuring at all times that it has the sufficient means of conducting a thorough investigation and guaranteeing sufficient levels of objectivity when performing the work.
Within this section, you may include any other information, clarification or detail related to the above sections of the report, to the extent that these are deemed relevant and not reiterative.
Specifically, indicate whether the company is subject to non-Spanish legislation with regard to corporate governance and, if so, include the information it is obliged to provide and which is different from that required in this report.
Binding definition of independent director:
List any Independent Directors who maintain, or have maintained in the past, a relationship with the company, its significant shareholders or managers, when the significance or importance thereof would dictate that the directors in question may not be considered independent pursuant to the definition thereof set forth in section 5 of the Unified Good Governance Code:
$N0$
Date and signature:
This annual corporate governance report was approved by the company's Board of Directors at its meeting held on:
23/02/2010
Indicate whether there were any directors who voted against or abstained in relation to the approval of this report.
No
Auditor's PCAOB Report onInternal Control over Financial Reporting Annual Report 2010


This version of our report is a free translation from the original in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takesprecedence over this translation.
REPORT OF INDEPENDENT AUDITORS
To the shareholders of Abengoa, S.A. Sevilla
We have audited the accompanying consolidated statement of financial position of Abengoa, S.A. and its subsidiaries ("Abengoa") as of 31 December 2010 and the related consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated cash flow statement and related notes to the consolidated annual accounts for the vear then ended. These consolidated annual accounts are the responsibility of Abengoa's management. Our responsibility is to express an opinion on these consolidated annual accounts based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the annual accounts. An audit also includes assessing the accounting principles used andsignificant estimates presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such 2010 consolidated annual accounts present fairly, in all material respects, the Financial position of Abengoa, S.A. and its subsidiaries as of 31 December 2010 and the results of theirperations and their cash flows for the year then ended in conformity with International Financial Reporting Standards as adopted by the European Union.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), Abengoa's internal control over financial reporting as of 31 December 2010 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated 23 February 2011 expressed an unqualified opinion.
PricewaterhouseCoopers Auditores, S.L.
Gabriel López
Partner
23 February 2011
PricewaterhouseCoopers Auditores, S.L., Concejal Francisco Ballesteros, 4 41018 Sevilla, España T: +34 954 981 300 F: +34 954 981 320, www.pwc.com/es
R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª. Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290
Auditor's Report
pwc
This version of our report is a free translation from the original in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, inall matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
REPORT OF INDEPENDENT AUDITORS
To the shareholders of Abengoa, S.A. Sevilla
We have audited Abengoa, S.A. and its subsidiaries' ("Abengoa") internal control over financial reporting as of 31 December 2010, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Abengoa's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Responsibility for Financial Statements and Internal Control over Financial Reporting. Our responsibility is to express an opinion on the effectiveness of Abengoa's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of annual accounts for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of annual accounts in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the consolidated annual accounts.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
PricewaterhouseCoopers Auditores, S.L., Concejal Francisco Ballesteros, 4 41018 Sevilla, España T: +34 954 981 300 F: +34 954 981 320, www.pwc.com/es
R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª, Inscrita en el R.O.A.C, con el número S0242 - CIF: B-79 031290

In our opinion, Abengoa maintained, in all material respects, effective internal control over financial reporting as of 31 December 2010, based on the criteria established in Internal Control—Integrated Framework issued
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States of America), the consolidated annual accounts as of and for the year ended 31 December 2010 of Abengoa
PricewaterhouseCoopers Auditores, S.L.
Gabriel López Partner
23 February 2011
2 out of 2 pages
Auditor's Report
ABENGOA
Management's Reports on Responsibility for Financial Statements and Internal Control over Financial Reporting
Management's Report on Responsibility for Financial Statements
As members of the company management, we are responsible for the preparation of the consolidated annual accounts as of December 31, 2010, which have been prepared in accordance with international financial reporting standards and present fairly the Company's financial position, results of operations and cash flows. The consolidated annual accounts include some amounts that are based on best estimates and judgments made by the company.
The consolidated annual accounts, as of December 31, 2010, have been audited by the Company's independent registered public accounting firm, PricewaterhouseCoopers Auditores S.L. The purpose of their audit is to express an opinion, which is included in this Annual Report, as to whether the consolidated annual accounts as of December 31, 2010 present fairly, in all material respects, the Company's financial position, results of operations and cash flows.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting.
The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated annual accounts for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that:
- i. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
- ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated annual accounts in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and
iii.
C.I.F. A41-002288
ion.
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the Company's assets that could have a material effect on the consolidated annual accounts.
Auditor's Report
ABENGOA
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial Treporting as of December 31, 2010, based on criteria set forth by the Committee ofSponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. In accordance with current regulation in this respect, Management excluded from the scope of its assessment of internal control over financial reporting as of December 31, 2010 the entities listed in Exhibit I, because they were acquired in a purchase businesscombination during 2010. The effect of the consolidation of these newly acquired businesses on the consolidated annual accounts represent 5% of total assets and 1% of total revenues as of and for the year ended December 31, 2010. Based on its assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2010.
The Company's internal control over financial reporting, as of December 31, 2010, has been audited by PricewaterhouseCoopers Auditores S.L. an independent registered public accounting firm, as stated in their report which is included herein.
Amando Sánchez Falcón Chief Financial Officer
$\overline{2}$
Manuel Sanchez OrtegaChief Executive Officer
February 23, 2011
Enrique Borrajo Lovera Chief Consolidation Officer

307
Annual Report 2010ABENGOA Consolidated Analytical Report

During the last ten years Abengoa has experienced significant growth, incorporating new businesses and focusing its strategy on the search for innovative solutions for sustainable development.
As a result of this growth, Abengoa now needs to segment its activities in a different way that allows people to understand its businesses more easily and clearly. Therefore, starting from the publication of these results, Abengoa will publish its information by activity instead of by business group.
Abengoa is divided into the following activities::
- Engineering and Construction: The traditional engineering activity in energy, water and information technology.
- Concession-type infrastructures: Managing assets and their operations for which we have long-term sales contracts with a 'take-or-pay' agreement, power/water purchase agreement or a tariff pricing agreement.
- Industrial Production: Activities in the field of biofuels and metals recycling.
The analytical information described below is designed to provide interested parties with greater detail about the various activities and business groups that comprise Abengoa. In some cases, and in order to provide a detailed internal analysis, the information follows "aggregated" criteria instead of consolidation criteria.
Relevant Figures
Economic Data
- Sales of €5,566 M, a rise of 34% compared to 2009. $\blacksquare$
- EBITDA of €942 M, an increase of 26% compared to 2009. $\blacksquare$
| Consolidated P&L (€M) | 2010 | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|---|
| Revenues | 5,566 | 4.147 | 3.769 | 3,214 | 2,677 |
| Ebitda | 942 | 750 | 541 | 384 | 288 |
| Operating Profit | 17% | 18% | 14% | 12% | 11% |
| Net Profit | 207 | 170 | 140 | 120 | 100 |
| Statement of Financial Position (€M) | 2010 | 2009 | 2008 | 2007 | 2006 |
| Total Asset | 16,974 | 12,370 | 9.795 | 8,110 | 5,427 |
| Total Equity | 1,630 | 1.171 | 627 | 797 | 541 |
| Net Corporate Debt(ex Non-Recourse Financing) | (1, 166) | (1, 257) | (530) | (355) | 129 |
| Share Performance | 2010 | 2009 | 2008 | 2007 | 2006 |
| Last Quote | €18.375 | €22.60 | €11.80 | €24.18 | €27.81 |
| Capitalisation (€M) | 1,662 | 2,045 | 1,068 | 2,188 | 2,516 |
| Daily Effective Volume (€M) | 10.7 | 5.9 | 8.3 | 14.4 | 9.4 |
Operating Data
- International activities account for 74% of consolidated sales. $\overline{\phantom{a}}$
- The engineering order book is worth €9,274 M. Î,
- 12 new plants in operation in 2010. $\blacksquare$
| Operating Data | 2010 | 2009 | 2008 |
|---|---|---|---|
| Desalination (ML/day) | 375 | 275 | 115 |
| Bioethanol (ML) | 3,105 | 1,905 | 1,650 |
| Solar (MW) | 193 | 43 | 23 |
| Transmission (km) | 4,413 | 4,156 | 4,041 |
| Backlog $(\epsilon M)^{(*)}$ | 9.274 | 8,813 | 4.124 |
| Average Workforce | 26,128 | 23,323 | 23,234 |
(*) Engineering & Construction backlog
Consolidated Profit & Loss Account
A summary of Abengoa's Consolidated Income Statement for 2010, 2009 and 2008 is given below:
| €M | 2010 | 2009 | Var $(^{10}/_{09})$ | 2008 |
|---|---|---|---|---|
| Revenues | 5,566 | 4,147 | $+34%$ | 3,769 |
| Operating Expenses | (4,624) | (3, 397) | $+36%$ | (3, 228) |
| Amortization and charge for impairment of assets | (321) | (319) | $+0%$ | (178) |
| Net Operating Profit | 622 | 431 | $+44%$ | 363 |
| Net Financial Loss | (368) | (181) | $+103%$ | (314) |
| Participation in Associate Companies | 10 | 11 | (15%) | $\mathcal{G}$ |
| Consolidated Net Income before-Tax | 263 | 261 | $+1%$ | 58 |
| Corporate Income Tax | $\Omega$ | (58) | n.a. | 108 |
| Profit from continuing operations | 263 | 203 | $+30%$ | 166 |
| Profit from discontinuing operationss | $\bigcap$ | $\bigcap$ | n.a. | 0 |
| Net Income attributable to minority interests | (56) | (32) | $+73%$ | (25) |
| Net Income attributable to the Parent Company | 207 | 170 | $+22%$ | 140 |
| Earnings per Share $(\epsilon / \text{share})$ | 2.29 | 1.88 | $+22%$ | 1.55 |
The comments on the main variations in the income statement are as follows:
- Abengoa's consolidated sales to December 31, 2010 rose by 34% to €5,566 M compared to the same period the previous year. This increase was fundamentally due toa:
- Progress in the construction of the cogeneration plant in Tabasco (Mexico); in transmission lines in Brazil and × Peru, as well as in the execution of solar plants abroad.
- Entry into production of new bioethanol plants in Europe (Holland) and the USA (Indiana and Illinois). ×
- Higher volume of treated waste. i,
- Operating income rose by 44% to €622 M compared to €431 M the year before, representing a margin on sales of 11% (10% in 2009). The principal factors behind this increase were:
- Î. Entry into production of new solar plants in Spain (Solnova 1, Solnova 3 and Solnova 4).
- Higher ethanol sales in the USA and Europe, and better sales prices across three regions (USA, Europe and ä, Brazil).
- Higher volume of treated waste. i.
Entry into production of new transmission lines in Brazil (ATE IV-VII)). ×
It should be noted that operating income includes Abengoa's investment in R&D+i, recorded as €-67.2 M in the income statement (€-52.1 M in research and innovation expenses and €15.1 M in the depreciation of development assets) compared to €-61.5 M in 2009.
Likewise, in 2010, as a continuation of Abengoa's asset rotation policy, the company sold two transmission lines in Brazil in which Abengoa held a minority stake resulting in a capital gain of €68.9 M (€45.6 M after tax). In 2009, the company sold 23.9% of its stake in Telvent, which generated a gain of €56.3 M (€37.7 M after tax). Excluding these two effects, operating income would have risen by 48%.
- Financial income jumped from $-$ €181 M in 2009 to $-$ €386 M in 2010 primarily due to the increase in financial j. expenses as a result of the various bond issues that Abengoa made during 2010.
- Consolidated income before tax rose by 1% to €263 M compared to €261 M the year before.
- With regards to corporate income tax in 2010, the result was affected by the investment and dedication to R&D+i activities, the contribution to Abengoa's profit by income from other countries, as well as prevailing tax legislation.
- Income attributable to external shareholders increased by 73% from -€32 M in 2009 to -€56 M in 2010. This × increase was primarily driven by the recognition of 60% of Telvent's result being attributable to external shareholders (following the aforementioned divestment) and to the stronger result in the waste recycling area in which Abengoa does not own a 100% shareholding.
- Income attributable to the parent company in 2010 rose by 22% to €207 M compared to 2009, equivalent to earnings per share of €2.29 (a 22% increase over 2009).
For more information see the consolidated income statement and the notes to the consolidated financial statements in Volume III.
Results by Activities
| Revenues (€M) | 2010 | Var $(%)$ | 2009 |
|---|---|---|---|
| Engineering & Construction | 3,121 | $+26%$ | 2,481 |
| Concession-type infrastructures | 309 | $+41%$ | 219 |
| Industrial Production | 2,137 | $+48%$ | 1,447 |
| Total | 5,566 | $+34%$ | 4,147 |
| EBITDA (€M) | |||
| Engineering & Construction | 415 | $+7%$ | 389 |
| Concession-type infrastructures | 208 | $+46%$ | 143 |
| Industrial Production | 320 | $+46%$ | 219 |
| Total | 942 | $+26%$ | 750 |
| Margin EBITDA | |||
| Engineering & Construction | 13% | 16% | |
| Concession-type infrastructures | 67% | 65% | |
| Industrial Production | 15% | 15% | |
| Total | 17% | 18% |
Engineering & Construction
- Progress in the construction of the cogeneration plant in Tabasco (Mexico); in high voltage transmission lines × in Brazil and Peru, as well as in the execution of solar plants in Africa.
- Advances in executing the desalination projects in Algeria, China and India.
Concession-type infrastructures
- Entry into production during 2010 of three new 50 MW solar plants in Spain (Solnova 1, 3 and 4) and of four ä new transmission lines in Brazil (ATE IV-VII).
- A whole year's production of the Skikda desalination plant (Algeria) and of the 20 megawatt PS-20 solar plant in Spain.
Industrial Production
- Higher ethanol production thanks to three new plants coming into operation (two in the USA and one in j, Europe) that have increased capacity to more than 3,100 ML/year.
- Recovery in the volumes of recycled material after 2009 was affected by the economic crisis and its underlying × effect on industrial output in Europe.
Activity - Business Group reconciliation
| Revenues (€M) | Solar | Bioenergy | Environment.Services | InformationTechnology | Industrial Eng.& Const. | Abengoa | |
|---|---|---|---|---|---|---|---|
| Engineering & Construction | Dec-10 | 111 | 256 | 742 | 2,012 | 3,121 | |
| Dec-09 | 92 | 278 | 759 | 1,352 | 2,481 | ||
| Concession-type infrastructure | Dec-10 | 58 | $\overline{\phantom{a}}$ | 15 | 236 | 309 | |
| Dec-09 | 24 | $\overline{7}$ | 188 | 219 | |||
| Industrial Production | Dec-10 | 1,575 | 562 | 2,137 | |||
| Dec-09 | $\overline{a}$ | 1.010 | 437 | 1,447 | |||
| Total | Dec-10 | 168 | 1,575 | 833 | 742 | 2,248 | 5,566 |
| Dec-09 | 116 | 1,010 | 722 | 759 | 1,541 | 4,147 | |
| Ebitda (€M) | Solar | Bioenergy | Environment.Services | InformationTechnology | Industrial Eng.& Const. | Abengoa | |
| Engineering & Construction | Dec-10Dec-09 | 273 | 1120 | 129173 | 248194 | 415389 | |
| Concession-type infrastructure | Dec-10Dec-09 | 4319 | 10$\overline{4}$ | 155120 | 208143 | ||
| Industrial Production | Dec-10Dec-09 | $\overline{\phantom{a}}$ | 212123 | 10895 | ×, | 320219 | |
| Total | Dec-10Dec-09 | 7022 | 212123 | 128119 | 129173 | 402314 | 942 |
| 750 | |||||||
| Margin (%) | Solar | Bioenergy | Environment.Services | InformationTechnology | Industrial Eng.& Const. | Abengoa | |
| Engineering & Construction | Dec-10 | 24.7% | ä, | 4.1% | 17.4% | 12.3% | 13.3% |
| Dec-09 | 3.0% | 7.1% | 22.8% | 14.3% | 15.7% | ||
| Concession-type infrastructure | Dec-10 | 74.5% | 66.8% | 65.6% | 67.3% | ||
| Dec-09 | 79.5% | 56.6% | 63.7% | 65.2% | |||
| Industrial Production | Dec-10 | 13.5% | 19.2% | 15.0% | |||
| Dec-09 | 12.2% | 21.8% | 15.1% | ||||
| Total | Dec-10 | 41.8% | 13.5% | 15.4% | 17.4% | 17.9% | 16.9% |
| Dec-09 | 18.6% | 12.2% | 16.4% | 22.8% | 20.4% | 18.1% |
Analysis of the Consolidated Balance Sheet
A summary of Abengoa's consolidated balance sheet for 2010, 2009 and 2008 is given below, with the main variations:
| Assets (€M) | 2010 | 2009 | Var $^{10}/_{09}$ | 2008 |
|---|---|---|---|---|
| Intangible Assets | 1,794 | 1,491 | $+20%$ | 1,452 |
| Tangible Fixed Assets | 1,640 | 1,864 | $(12%)$ | 1,101 |
| Fixed Assets in Projects | 5,745 | 3,623 | $+59%$ | 2,284 |
| Einancial Investments | 486 | 343 | $+42%$ | 372 |
| Deferred tax assets | 886 | 672 | $+32%$ | 444 |
| Non-Current Assets | 10,551 | 7,994 | $+32%$ | 5,651 |
| Inventories | 385 | 346 | $+11%$ | 331 |
| Clients and Other Receivable Accounts | 2,141 | 2,002 | $+7%$ | 1,723 |
| Financial Investments | 914 | 482 | $+90%$ | 691 |
| Cash and Cash Equivalents | 2,983 | 1,546 | $+93%$ | 1,399 |
| Current Assets | 6,423 | 4,376 | $+47%$ | 4,143 |
| Total Asset | 16,974 | 12,370 | $+37%$ | 9,795 |
- Non-current assets increased by 32% to €10,551 M primarily due to the increase in the fixed assets of projects under construction for the solar business (solar plants in Spain and Algeria), bioenergy (plants in Rotterdam, Indiana and Illinois), electricity transmission line concessions in Brazil and Peru, and desalination plants in Algeria, India and China.
- Current assets increased by 47% to €6,423 M mainly driven by the increase in financial investments (mainly from higher bank deposits) and cash (bond issues).
| Shareholders' Equity and Liabilities (€M) | 2010 | 2009 | $Var^{10}/_{09}$ | 2008 |
|---|---|---|---|---|
| Capital and Reserves | 1,190 | 803 | $+48%$ | 407 |
| Minority Interest | 441 | 368 | $+20%$ | 221 |
| Total Equity | 1,630 | 1,171 | $+39%$ | 627 |
| Long-Term Non-Recourse Financing (Project F.)Loans and Borrowing | 3,5584,442 | 2,7482,662 | $+29%$$+67%$ | 2,0242,572 |
| Provisions for Other Liabilities and Expenses | 325 | 273 | $+19%$ | 188 |
| Derivative Financial Instruments | 290 | 213 | $+36%$ | 146 |
| Deferred Tax Liabilities and Employee Benefits | 337 | 262 | $+29%$ | 146 |
| Total Non-Current Liabilities | 8,952 | 6,158 | $+45%$ | 5,077 |
| Short-Term Non-Recourse Financing (Project F.)Loans and Borrowing | 492720 | 185683 | $+166%$$+5%$ | 278285 |
| Suppliers and Other Trade Accounts Payables | 4,731 | 3,775 | $+25%$ | 3,227 |
| Current Tax Liabilities | 343 | 293 | $+17%$ | 214 |
| Derivative Financial Instruments | 91 | 96 | (5%) | 74 |
| Provisions for Other Liabilities and Expenses | 14 | 9 | $+65%$ | 13 |
| Total Current Liabilities | 6,392 | 5,041 | $+27%$ | 4,091 |
| Total Shareholders' Equity and Liabilities | 16,974 | 12,370 | $+37%$ | 9,795 |
- Shareholders' equity rose by 39% to €1,630 M, primarily due to the stronger results for the year, the positive impact of the translation differences arising from the appreciation of the Brazilian Real and the Dollar, and the increase in the amount attributable to external shareholders due to the increase in Telvent's results.
- Non-current liabilities rose by 45% to €8,952 M, mainly from the increase in long term non-recourse financing, which increased from $\epsilon$ 2,748 M in 2009 to $\epsilon$ 3,558 M in 2010, and from the three bond issues carried out by Abengoa in 2010 which had an approximate impact on this heading of €1,200 M.
- Current liabilities increased by 27% to $6,392$ M, mainly driven by the increase in suppliers and other ř. accounts payable related to various engineering projects.
Composition of Net Debt
| €M | 2010 | 2009 | 2008 |
|---|---|---|---|
| S-T & L-T Bank Loans | (3, 267) | (2,710) | (2, 562) |
| S-T & L-T Notes and Bonds | (1, 723) | (506) | |
| Obligations under financial leasing | (73) | (70) | (57) |
| Financial Investments | 914 | 482 | 691 |
| Cash and Cash Equivalents | 2,983 | 1,546 | 1,399 |
| Total Net Corporate Debt | (1, 166) | (1, 257) | (530) |
| Ebitda Corporate entities | 606 | 634 | 371 |
| LTM R&D Expense | 52 | 51 | 42 |
| Ebitda (Corporate) | 658 | 685 | 412 |
| Net Corporate Debt / Corporate Ebitda | 1.77 | 1.84 | 1.29 |
| Non-Recourse Financing L-T | (3, 558) | (2,748) | (2,024) |
| Non-Recourse Financing S-T | (492) | (185) | (278) |
| Total Non-Recourse Financing | (4,050) | (2, 933) | (2, 302) |
| Total Net Debt | (5, 216) | (4, 191) | (2,832) |
| Total EBITDA | 942 | 750 | 541 |
| Net Debt / Total EBITDA | 5.54 | 5.58 | 5.23 |
| Preoperational Debt (1) | 2,094 | 2,373 | 1,481 |
| Total Net Debt adjusted by preop. Debt | (3, 122) | (1, 818) | (1, 351) |
| Adjusted Net Debt / EBITDA | 3.31 | 2.42 | 2.50 |
(1) Debt drawn in projects under construction
- At a consolidated level, net debt excluding non-recourse financing totalled €1,166 M (net debt position), Î. lower than the $\epsilon$ 1,257 M in 2009.
- It is important to take into account that of Abengoa's total net debt (€5,216 M), a total of €2,094 M relates to ä, debt on projects that are under construction and that will therefore generate cash flows in future years. Excluding this pre-operational debt, the net debt figure for Abengoa would be $\epsilon$ 3,122 M.
Abengoa's principal projects are listed below:

Consolidated Cash Flow Statement
A summary of the Consolidated Cash Flow Statement of Abengoa at the close of 2010 and 2009 with the main variations per item, is given below:
| €М | 2010 | 2009 | Var $^{10}/_{09}$ |
|---|---|---|---|
| Cash generated by operations | 766 | 741 | $+3%$ |
| Variations in working capital | 321 | 206 | $+56%$ |
| Receivables/ payments on taxes and interest | (317) | (221) | $+43%$ |
| Net Cash Flows from Operating Activities | 769 | 726 | $+6%$ |
| Investments | (2,094) | (2, 141) | $(2%)$ |
| Other movements | (41) | 335 | $(112%)$ |
| Net Cash Flows from Investment Activities | (2, 136) | (1,806) | $+18%$ |
| Net Cash Flows from Finance Activities | 2,755 | 1,150 | $+140%$ |
| Net Increase/Decrease of Cash and Equivalents | 1,389 | 70 | $+1878%$ |
| Cash or equivalents at the beginning of the period | 1,546 | 1,399 | $+11%$ |
| Exchange rate differences Cash or equivalents | 48 | 78 | (39%) |
| Cash in Banks at the Close of the Period | 2,983 | 1,546 | $+93%$ |
Net cash flows from operations increased by 6% to €769M compared to €726 M the year before. It is worth highlighting the increase in cash from operations which totaled €766M in 2010 and the management of working capital which generated €249M in cash.
- In terms of net cash flows from investment activities, the most significant investments were in the construction of solar thermal plants in Spain; and in the construction of desalination plants in Algeria, India and China and transmission lines in Brazil and Peru.
- In terms of net cash flows from financing activities, it is worth noting that the Group managed to arrange financing for $\epsilon$ 3,270 M under difficult financing conditions, taking the figure for net cash flows from financing activities to $\epsilon$ 2,755 M. It is worth noting the three bond issues carried out by Abengoa in 2010 which allowed the company to raise $\epsilon$ 1.219 M in long-term financing in the capital markets.
Statement of Comprehensive Income
A summary table on Abengoa's Global Consolidated Result at the end of 2010 and 2009 is shown below, which includes all the results from those years that directly affected Abengoa's consolidated equity.
| €M | 2010 | 2009 | Var $^{10}/_{09}$ |
|---|---|---|---|
| A. Consolidated Profit after tax | 263 | 203 | $+30%$ |
| Fair Value Gains on Available-for sale Financial Assets | 1 | 3 | $(64%)$ |
| Fair Value Cash-flow Hedges | (86) | (150) | (43%) |
| Currency Exchange Differences | 244 | 285 | (14% ) |
| Tax Effect | 28 | 51 | (46%) |
| Others Movements | 13 | 29 | (56%) |
| I. Net Income/Expenses recognised directly in Equity | 200 | 217 | (8%) |
| Fair Value Gains on Available-for sale Financial Assets | (0) | $\overline{4}$ | $(101%)$ |
| Fair Value Cash-flow Hedges | 36 | (4) | n.a. |
| Tax Effect | (11) | (0) | $+5253%$ |
| II. Transfers to Income Statement | 25 | $\mathbf{0}$ | $+5261%$ |
| B. Other Comprehensive Income (I+II) | 225 | 217 | $+3%$ |
| C. Total Comprehensive Income (A+B) | 488 | 420 | $+16%$ |
| Total Profit Attributable to Minority Interest | (66) | (32) | $+105%$ |
| D. Total Profit Attributable to the Parent Company | 421 | 388 | $+9%$ |
Performance of Business Unit
Evolution of the Solar Business Group
The Solar business group currently has 181 MW of power in operation at the Solúcar Platform that generates thermoelectric solar energy. Broken down by technology, 31 MW is from tower technology while 150 MW is generated by parabolic troughs.
The PS20 tower plant has completed its first full year of operations having come into service in April 2009, while the three Solnova plants that use parabolic trough technology have been operational at the Solúcar Platform since April, June and August, respectively.
The experience accumulated by Abengoa Solar from its parabolic trough pilot plant constructed in 2007, the use of a motorised start-up station and the availability of human and technical teams that are highly specialised in optical alignment, the manufacture of collectors, and processes has been fundamental to the successful start-up of these plants during the year. All of them have been constructed by Abener and Teyma under turn-key supply contracts.
Together with E.ON, more than 70% of the construction of two plants at the Écija Platform has been completed, where more than 200 people are employed and whose work is progressing in line with the project's planning.
The plants, which have a 50 MW capacity each and use parabolic trough technology, are due to come online at the end of 2011 and early 2012, respectively. When they come into operation, they will generate enough solar energy to supply 52,000 households, preventing the emission of some 62,000 t of CO2.
Abengoa Solar has teamed up with JGC Corporation to construct two new 50 MW solar-thermal plants in El Carpio (Córdoba). Abengoa's holds a 74% stake in each project and the company is responsible for their operation and maintenance. This agreement is the first time that a Japanese company has invested in commercial solar-thermal plants.
These two projects, which are currently under construction, represent a combined investment of more than €500 M, of which approximately €350 M has been financed through a project finance structure. The financing with JGC was completed in August with four international banks (SMBC, HSBC, Mizuho and BNP Paribas). The two plants, which are due to come into commercial operation in early 2012, will sell their output to the network under existing regulations.
Abengoa Solar has also joined ITOCHU Corporation to construct two 50 MW solar-thermal plants in Logrosán (Cáceres). Abengoa Solar will operate both plants and will maintain control of the projects with a 70% stake, while ITOCHU will own the remaining 30%.
These two projects, which are currently under construction, represent a combined investment of more than $€500$ M, of which approximately €340 M has been financed through a project finance structure. The financing was completed together with ITOCHU on 16 December with four international banks (SMBC, HSBC, Mizuho and BTMU) and also has a loan quarantee granted by Nippon Export and Investment Insurance (NEXI), a Japanese export credit agency.
Finally, it is worth noting that Abengoa Solar has plants in Spain with a combined capacity of 681 MW included in the Register of Advanced Allocation, which will come into operation in various phases between now and 2014. All of them will use the pricing scheme established in Royal Decrees 661/2007 and 6/2009.
With regards to the company's international activities, $1,450 M in financing was finalised on December 21 to construct Solana, the largest solar-thermal power plant in the world. The loan will finance the construction and start-up of a 280 MW solar-thermal plant (250 MW net) in Arizona.
The project, which is already under construction, fulfils the requirements of the 1603 Program of the US Department of the Treasury, which means that the project is eligible for a subsidy equivalent to 30% of the total investment cost.
Solana is the first solar plant in the United States with the ability to store the energy that it produces. The Solana project will include six hours of thermal energy storage using molten salts, which will enable it to continue producing electricity when it is cloudy and after the sun goes down. Thanks to this capacity, Solana will be able to produce energy at night time, serving the peak electricity demand in this area during the summer months.
A contract has also been signed with Pacific Gas & Electric (PG&E) to supply the electricity generated at the new Mojave Solar plant. This plant, with a 280 MW capacity (gross), will be located some 150 kilometres northeast of Los Ángeles.
Construction on the largest solar plant in the Middle East also continues, in collaboration with Total and Masdar, Abu Dhabi's future energies company. The plant, called Shams-1, will cover 300 hectares of the Abu Dhabi desert. Construction on the plant began in 2010 and it will be operational in 2012. The plant will generate enough energy to supply 62,000 households.
Some 60% of Shams-1 (which means "sun" in Arabic) will be owned by Masdar, while the remaining 40% will be owned by a company that is jointly owned by Abengoa Solar and Total.
Abener and Teyma, two Abengoa companies, are responsible for constructing Shams-1 under a turn-key contract. Once constructed, Abengoa and Total will be responsible for operating and maintaining the plant. The electricity generated will be sold to the Abu Dhabi Water and Electricity Company (ADWEC) under a long term supply agreement.
In Algeria, construction continues on the combined cycle plant that is integrated with a solar park. The latter comprises parabolic trough collectors that will produce 150 MW of power, of which 20 MW will come from a field of parabolic trough collectors using thermal oil.
| Solar (€M) | 2010 | 2009 | Var $^{10}/_{09}$ | 2008 |
|---|---|---|---|---|
| Consolidated Sales | 168 | 116 | $+45%$ | 65. |
| EBITDA | 70. | -22. | $+225%$ | q |
| EBITDA / Sales Margin | 42% | 19% | 14% |
In 2010, sales by the solar business group related to the following:
- A total of €58 M from the sale of solar energy, from 193 MW of capacity in operation using both solar-thermal and photovoltaic technology. It is important to note that 150 MW of this capacity has only been operational for part of the year.
- A total of €111 M from the sale of technology components, knowledge transfers to third parties and solar developments. This section includes components for solar plants as well as industrial systems for generating heat using diverse applications such as air conditioning, water or industrial processes. It also includes solar developments in progress.
Abengoa Solar has a total portfolio of 3,448 MW, including:
- 193 MW in operation
- × 930 MW under construction, and
- 2,325 MW in advanced development. ×
With regards to Abengoa Solar's R&D activity, the company has 100 people exclusively dedicated to research and development work and a highly ambitious investment program.
Abengoa Solar has invested €147.5 M in R&D since 2007 in projects in Europe and the USA, among other regions, in collaboration with the leading institutions and universities in the field of solar energy.
Evolution of the Bioenergy Business Group
In 2010, Bioenergy recorded the following results.
| Bioenergy (€M) | 2010 | 2009 | $Var^{10}/_{09}$ | 2008 |
|---|---|---|---|---|
| Consolidated Sales | 1.575 | 1.010 | +56% | 830 |
| EBITDA | 212 | 123 | $+72%$ | Q 1 |
| EBITDA / Sales Margin | 13% | $12%$ | 11% |
Sales by Abengoa Bioenergy increased by 56% to €1,575 M compared to €1,010 M in 2009. The increase in sales was primarily due to higher ethanol sales in the USA and Europe, and better sales prices across the company's three regions (Europe, United States and Brazil).
In terms of volumes, the increase in Europe was driven by 100% consolidation of the plant in Salamanca for the whole year (only 50% of its capacity was consolidated last year for nine months) and by the entry into operation of the Rotterdam plant.
In the United States, the increase in capacity was mainly due to the entry into production of the plants in Indiana and Illinois, while weather conditions in Brazil affected the harvest.
EBITDA rose by 72% to €212 M compared to €123 M in 2009, which was largely attributable to the increase in production capacity.
Evolution in Europe:
- The volume of ethanol sold totalled 973 ML (36% more than 2009), primarily due to the 100% integration of the Salamanca plant (Spain) compared to 50% following its acquisition in the fourth quarter of 2009, in addition to the entry into production of the Rotterdam plant in the third quarter of 2010.
- The price of ethanol rose to €0.566/L (compared to €0.538/L in 2009). ř.
- Nevertheless, these affects were offset by the rise in the average price of cereals in 2010 to €172.6/t (€151.3/t in 2009).
- It is also worth noting the effect of the increase in natural gas prices, from €22.2/MWh in 2009 to €23.5/MWh in × 2010.
Evolution in the United States:
- Ethanol sales jumped by 96% to 329.8 M gallons compared to 2009, largely attributable to the coming into production of the plants in Indiana and Illinois, which were still under construction in 2009.
- Ethanol prices were also higher than in 2009, rising from US$ 1.74/gal in 2009 to US$ 1.83/gal in 2010.
- Cereal prices also rose from US$ 3.8/bsh in 2009 to US$ 4.0/bsh in 2010.
- The price of natural gas also increased from US$ 4.7/mmbtu in 2009 to US$ 5.3/mmbtu in 2010. ×
Evolutionin Brasil:
The main volumes and prices of products sold in Brazil were:
- In 2010 the volume of ethanol rose to 165.4 ML from 160.2 ML in 2009.
- Ethanol prices were higher during the year at BRL 0.966/L compared to BRL 0.811/L the previous year. ×
- The volume of sugar in 2010 fell to 354,500 t versus 418,300 t in 2009. $\blacksquare$
- The price of sugar for 2010 rose to BRL 761.4/t compared to BRL 703.5/t the previous year.
- The milling capacity increased to 6,900,000 t by the end of 2010.
Evolution of the Environmental Services Business Group
| Environmental Services (€M) | 2010 | 2009 | Var $^{10}/_{09}$ | 2008 |
|---|---|---|---|---|
| Consolidated Sales | 833 | - 722 | $+15%$ | 873 |
| EBITDA | 128 | 119 | $+8%$ | 158 |
| EBITDA / Sales Margin | 15% | 16% | 18% |
In 2010, Befesa's sales rose by 15% to €111 M, compared to 2009, driven by a substantial increase in the volume of treated waste across all areas of the Group.
The international markets recorded significant growth compared to the domestic market, accounting for 61% of total sales compared to 51% in 2009.
| Revenues (€M) | 2010 | $\frac{1}{2}$ | 2009 | $%$ |
|---|---|---|---|---|
| Domestic Market | 324 | 39% | 351 | 49% |
| International Markets | 508 | $61%$ | 371 | 51% |
Befesa's EBITDA rose by 8%. To understand the evolution of the business in 2010 on a like-for-like basis with 2009, the effect of the acquisition of the salt slag recycling and treatment plants in Germany should be excluded from the income statement for 2009, equivalent to €28 M. Once excluded, EBITDA recorded an increase of €38 M compared to 2009 on a like-for-like basis (a rise of 42% compared to 2009). The EBITDA/Sales ratio would also have improved by 2.8 points to $15.4%$ .
The results of Befesa's two business segments (industrial waste recycling and water) are analysed below.
Industrial Waste Recycling
In 2010 there was a clear recovery in the key sectors in which Befesa operates, which was reflected in the results of the recycling businesses.
Against this backdrop, a total of 2,221,000 t of industrial waste were treated in 2010, an increase of 21.5% compared to the same period the previous year.
In 2010 sales in the industrial waste recycling segment rose by 35.8% to €151.4 M, compared to the year before.
Like-for-like EBITDA jumped by 61.5% to €40.8 M compared to 2009, and the EBITDA/Sales ratio also improved by 19% to 18.6%
Water and Concessions
The strong levels of execution and new contracts in the water construction and engineering activity continued throughout 2010. This led to similar levels of sales to 2009 while the order book for 2011 and 2012 has continued to grow. EBITDA margin also remained at similar levels to 2009.
Sales in the water segment in 2010 fell by 5.0% compared to the previous year, while EBITDA also decreased compare to 2009 with an EBITDA/Sales ratio of 8%.
Evolution of the Information Technology Business Group
During 2010, Telvent once again managed to record positive growth, which was a major achievement for the company given that the year was full of challenges caused by financial instability in the international markets, tighter budgets for both public and private clients in the world's leading economies, and concerns about the Eurozone, among other issues.
Telvent continued to develop its commitment to sustainability and security, especially in the search for management excellence and innovation, applicable to every operating environment and professional relationship, from its shareholders, potential investors, analysts, clients and suppliers, through to the professionals that comprise the company and society in general. All of this within the strategic framework defined by its mission, vision and values.
| Information Technology (€M) | 2010 | 2009 | $Var^{10}/_{09}$ | 2008 |
|---|---|---|---|---|
| Consolidated Sales | 742 | 759 | $(2%)$ | -697 |
| EBITDA | 129 | 173 | $(25%)$ | 236 |
| EBITDA / Sales Margin | 17% | 23% | 34% |
In 2010 revenues from information technologies recorded organic growth of 3.1% compared to the previous year. Sales totalled €742 M compared to €719 M in 2009, excluding the €40 M in sales from the internal "outsourcing" activity that the company sold on January 1, 2010. This growth in sales was primarily due to the strong performance of the energy activity, both for electricity and oil and gas, combined with good results in the environment, agriculture and global services segments. It is worth noting that every segment recorded organic growth, except transport, which was affected by budget pressures in the majority of public sector clients as a result of the global economic slowdown in general. In addition to higher sales, operating margins also improved, making Telvent a more profitable and efficient company, while the company's strategic vision has also been strengthened in those markets that have a direct impact on the sustainability of the planet.
In 2009 EBITDA was affected by the capital gain from the sale of a minority stake in Telvent for €56.3 M. If this capital gain is excluded, EBITDA growth would be 11%, while the EBITDA/Sales ratio would have increased by 2.1 points.
The figures for new contracts and the order book were also healthy at the end of 2010, which gives us confidence looking forward to 2011 and to continue growing in the future. New contracts during the year totalled €787 M, with a book-to-bill ratio greater than one, indicative of a healthy outlook with regards future sales. The order book (contracts pending execution) ended the year with orders worth approximately €930 M, providing a solid base for future growth.
Business Areas and Geographies
In 2010. Telvent continued to offer information services and high value-added technological solutions in those sectors that are critical to the sustainability of the planet: energy, transport, environment and agriculture. It also managed to expand its presence in key regions, laying the foundations for new business opportunities and greater diversification.
Energy represented approximately 35% of the global business in 2010, growing by 10.4% compared to the previous year. Telvent has continued to invest in developing solutions and services that contribute to excellence in the performance of its clients. The activities of the oil and gas division have exceeded our forecasts, with significant growth in market share and in raising brand awareness in Smart Grid projects in the electrical sector. During this period, the energy business has consolidated its position as the most important segment in terms of sales, while also being an engine for growth. The leadership position in the oil and gas sector has been maintained, while also developing the electrical sector thanks to the efficiency achieved with the strategy to provide higher added-value intelligent network solutions (Smart Grid).
Transport was the second most important segment in terms of sales in 2010, accounting for approximately 27% of the activity during the year, despite the slowdown in this segment compared to the previous year. This area has been hit by budgetary pressures in most public sector clients as a result of the global economic slowdown in general. Despite the financial outlook, Telvent recorded positive results in Latin America, while maintaining its leadership position in Spain and the USA. Thanks to a strategy that combines constant evolution and globalisation, the transport segment has increased the number of projects being executed as well as winning new contracts, mainly in the field of urban mobility, passenger information services and toll management.
Environment, which accounts for 8% of total business, ended the year with growth of more than 5% compared to 2009. The consolidation of the water business in North America and the integration of DTN Weather, Telvent's information services and weather forecasting unit, allowed the environment division to successfully overcome the challenges of 2010.
Agriculture, a key segment in the company's strategy to provide solutions that help to develop a more sustainable world, now accounts for 11% of the business. The volatility that characterises the agricultural sector has once helped this business to grow. Fluctuations in seed and fertilizer prices have reinforced the value of Telvent as a market leader in the supply of critical business information that supports the production, sale and distribution of cereals and livestock, especially in the influential North American market. The company's subscription services have maintained their traditionally high levels of client retention (higher than 90%) and the client portfolio has also grown with new agricultural producers and businesses.
Global Services also recorded another year of organic growth. During 2010, when this segment represented 19% of the total business, the foundations have been laid for growth in future years. The culmination of the process to integrate three legal entities in Spain into a single company has been accompanied by the consolidation of the division's own capabilities in the areas of consultancy and data centres, as well as relations with software and hardware manufacturers. During 2010, not only has it been possible to combine the strategic vision of consultancy with the precision and reliability of engineering, enriching Telvent's overall service layer, but the company has also managed to expand its presence in Latin America and the USA and 2010 has been an important year in terms of the internationalisation of the global services business.
Finally, in 2010 Telvent continued to diversify its geographical presence, expanding its activities into new regions while maintaining its position in its core geographies, such as Europe and North America. Latin America and North America are the regions that recorded the highest growth in activity levels both in absolute and relative terms.
Evolution of the Industrial Engineering and Construction Business Group
During 2010, the Industrial Construction and Engineering Group continued the growth of previous years, with sales up by 46% to €2,248 M compared to 2009.
| Industrial Engineering & Construction (€M) | 2010 | 2009 | Var $^{10}/_{09}$ | 2008 |
|---|---|---|---|---|
| Consolidated Sales | 2.248 | 1.541 | +46% | 1.304 |
| FBITDA | 402 | 314 | $+28%$ | 203 |
| EBITDA / Sales Margin | 18% | 20% | 16% |
It should be noted that in 2010 this business group included the aforementioned capital gain from the sale of two transmission lines in Brazil totalling €68.9 M. Excluding this capital gain, the increase in EBITDA would be 6%.
Important contributions to the positive performance of this business group came from the construction of solar-thermal plants; the increase in the international activity of Inabensa; and the concessions for high voltage lines in Latin America, especially the construction of the Madeira continuous current line that will be 2,475 km long, and the construction of the Pemex cogeneration plant in Mexico.
This business growth and international development has positioned Abeinsa as one of the global leaders in its sectors. Furthermore, according to the latest data published by Engineering News-Record magazine. Abeinsa is the leading contractor in the world in terms of international contracts related to the construction of electricity distribution and transmission infrastructures, and is ranked third for the construction of energy infrastructures.
The evolution by business area is as follows:
- In the Energy segment Abener Energía and Teyma have both consolidated their position in the solar market with the start-up of three 50 MW solar-thermal plants in Spain, and have started projects for four more plants.
- In the international market, construction on the world's first two Integrated Solar Combined Cycle (ISCC) plants has been completed, located in Morocco (482 MW) and Algeria (150 MW), both global pioneers of this technology.
- Also in the solar segment, construction has begun on two larger scale solar-thermal plants, Shams-1 (110 MW) and Solana (280 MW), in the United Arab Emirates and the USA, respectively.
- In the conventional electricity generation market, Abener is constructing a new 300 MW cogeneration project in the state of Tabasco (Mexico) in collaboration with Abengoa México.
- In the Installations segment, the figures from 2009 have been consolidated thanks to the correct execution of our projects in 2010, including:
- The execution of Lot 2 of the Siepac project (the electrical interconnection system for Central American countries), which consists of a 230 kV electricity transmission line and the simple circuit 400 kV Misurata-Surt-Ras Lanouf-Agdabia line that is 575 km long.
- Inabensa's concessions activity has developed well, participating in the construction of singular buildings and the subsequent management of the concession company. In this business line, construction had continued on the new hospital and external consultation facilities of the Hospital Costa del Sol in Marbella (Malaga) and on the Mexico City Cultural Centre in Texcoco (Mexico State).
- In Ancillary Manufacturing and Sales it is worth noting that the 100% growth in sales from 2009 was maintained, both by sales agents and Eucomsa. Manufacturing for the solar energy plants that use parabolic trough collectors is particularly important for the latter.
- In Telecommunications, Abeinsa continued to develop its traditional telecommunications network integration and turnkey projects activity during the year.
- Latin America recorded significant business growth, with a 100% increase compared to 2009, making Abeinsa the fourth largest construction contractor in Latin America according to Engineering News-Record magazine, despite the fact that its business is mainly focused on the energy sector.
- Other projects included the construction of 5,000 km of high voltage lines in Brazil. In the transmission lines concession activity, Abeinsa recorded EBITDA of approximately €150 M in 2010.
- In Peru, Abeinsa is finishing construction of the 670 km Carhuamayo-Carhuaguero transmission line and has begun construction on the 500 kV Chilca-Montalvo transmission line that will be 872 km long.
- During 2010 Teyma Uruguay implemented some important developments, incorporating Teyma USA and acquiring Abacus in the USA, which together with its other subsidiaries, will allow it to carry out works in the USA, Europe, North Africa and the Middle East, as well as consolidating itself as the leading construction firm in Uruguay.
- In the Environment segment. Abeinsa New Horizons continued to its commitment to sustainability, significantly increasing its investment in R&D+i in fuel and hydrogen cells through its subsidiary Hynergreen Technologies, as well as in new renewable and energy efficient energies through the R&D division of Instalaciones Inabensa.
The activities of carbon trading and Clean Development Mechanism (CDM) projects related to the Kyoto Protocol are grouped together in ZeroEmissions Technologies. ZeroEmissions continues to carry out CDM projects with companies from various countries such as China and India.
Given this higher volume of business, Abeinsa's revenues have improved satisfactorily during this year.
Human Resources
During 2010, Abengoa's average workforce increased by 9% to 26,500 people compared to the previous year (24,225).
Geographical distribution of the workforce
The distribution of the average number of employees was 39% in Spain and 61% abroad.

Distribution by professional groups:
The distribution by category of the number of employees during 2010 and 2009 was as follows:
Consolidated Analytical Report
| 2010 | 2009 | |||||
|---|---|---|---|---|---|---|
| Women | Men | % Total | Women | Men | % Total | |
| Directors | 115 | 704 | 3% | 79 | 631 | 3% |
| Managers | 361 | 1.940 | 9% | 333 | 1.939 | 9% |
| Engineers and Others Degree Holders | 1.576 | 4.161 | 22% | 1.453 | 3.755 | 21% |
| Assistants and Professional | 1.575 | 2.649 | 16% | 1.492 | 2.293 | 16% |
| Operators | 904 | 12.098 | 49% | 679 | 11.361 | 50% |
| Interns | 129 | 288 | 2% | 67 | 143 | $1%$ |
| Total | 4.660 | 21.840 | 4.103 | 20.122 |
Stock Exchange Evolution
According to the figures supplied to the company by Bolsas y Mercados Españoles, 146,655,189 shares were traded in 2010 equivalent to an average daily volume of 572,872 shares and an average traded cash value of €10.7 M per day.
| Total | Daily | |
|---|---|---|
| Volume (thousands of shares) | 146,655 | 573 |
| Effective (€M) | 2,747 | 11 |
| Quotes | Value | Date |
| Last | 18,375 | 30 Dec |
| Maximun | 24.34 | 8 Jan |
| Average | 18.72 | |
| Minimun | 13.22 | 8 jun |
The final listed price of Abengoa's shares in 2010 was €18.375, which is an 18.69 % decrease on the closing price for the previous year (€22.60). Minimum, maximum and average listed share prices in 2010 were €13.22 (June 8th), €24.34 (January 8th) and €18.72, respectively.
As a historical reference, since Abengoa's Initial Public Offering on November 29, 1996, the company's shares have revalorized 763.2 % which is more than 8.6 times the initial price. During this same period, the select IBEX-35 has revalorized 111.2 %.
Consolidated Analytical Report

Evolution of Abengon on the Stock Exchange
Risk Management and Internal Control
Our environment is defined by an astonishing acceleration in technology, the speed of social, economic and political change and the need to create value.
To tackle the threats from this scenario, as well as to make the most of the opportunities that arise, Abengoa believes that risk management is an essential activity and function for making strategic decisions and that it is essential to have criteria and methodologies to ensure that the business grows safely.
Our risk management model comprises two key elements:

Both elements make up an integrated system that allows risks and controls to be appropriately managed at every level of the organisation.
This is a dynamic system that is continuously modified in order to stay up to date with the reality of the business.
Business Risks
Our "Common Management Systems" represent a common culture for Abengoa's distinct businesses. They identify the risks, establish the coverage and determine the control activities. They are comprised of eleven rules that define how each potential risk included in Abengoa's universal risk model must be managed.
The Common Management Systems, which implement the necessary business and risk management in Abengoa, apply to every business group and activity area and involve the different levels of management. They include specific procedures that cover any action that may generate a risk to the organisation, both financial and non-financial. Abengoa's risk management process, with regards to the Common Management Systems, is a continuous cycle based on five key stages, as shown in the figure below:

Coherent and regular communication to achieve good results is essential in each phase. Since this is a continuous cycle, permanent feedback is required in order to continuously improve the risk management system.
Furthermore, and as a way of emphasising the involvement of all managers in managing risk, each of the rules in the Common Management Systems must be verified and certified with regards to compliance of these procedures. This annual certification is issued and submitted to the Audit Committee in January of the following year.
In addition, in 2010 work has continued on developing a methodology that complements the Common Management Systems in order to quantify the impact and probability of the risks that comprise these systems. This methodology (Abengoa's Universal Risk Model) classifies the risks into four categories, 20 sub-categories and a total of 94 main risks for the business. Each of these risks is associated with a series of indicators that measure the probability and impact of each risk, and define the degree of tolerance towards them.

Risks relating to the reliability of financial information
In 2004 Abengoa began a process to adapt its internal control structure for financial information to the requirements of Section 404 of the Sarbanes-Oxley Act (SOX). This process continues to be implemented in new companies that are acquired.
The SOX Act was passed in the USA in 2002 in order to quarantee transparency in the management, accuracy and reliability of the financial information published by companies listed in the US market ("SEC registrants"). This law requires these companies to subject their internal control system to a formal audit by their annual accounts auditor, which must also issue an independent opinion on the system.
According to the instructions of the Securities and Exchange Commission (SEC), compliance with this law is obligatory for companies and groups listed in the North American market. Although only one of Abengoa's business groups (Information Technology, Telvent) is required to comply with the SOX, Abengoa believes that these requirements should apply to all of its companies, in addition to its NASDAQ listed subsidiary, and these requirements are supplementary to the risk control model used by the company.
At Abengoa we see this legal requirement as an opportunity for improvement and far from being satisfied with the conditions included in this law, we have tried to further develop our internal control structures, control procedures and the evaluation procedures applied, as much as possible.
This initiative is a response to the rapid expansion of the Group over the last few years and its forecasts for future growth, in order to be able to continue to quarantee investors precise, timely and comprehensive financial reporting.
In order to comply with the requirements of Section 404 of the SOX. Abengoa has redefined its internal control structure following a top-down approach that involves the initial identification of the important risk areas and the evaluation of the controls that the company has for them, beginning with those carried out at the highest level (corporate and supervision controls) and proceeding to evaluate the operational controls in each process.
Some 53 different processes have been identified that could have a potential impact on the company's financial information. There are more than 550 essential control activities in total, which are subjected to continuous supervision by the Group's internal audit teams.
Furthermore, our internal control system is subjected to evaluation by our external auditors, who issue an opinion on it based on PCAOB (Public Company Accounting Oversight Board) auditing standards applicable to listed companies in the United States (SEC registrants).
