Under the Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. x

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

The information required on this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* See Item 5 of this statement on Schedule 13D.

** Based on 100,217,260 ordinary shares in issue, which is the sum of (i) 80,000,000 ordinary shares in issue on March 31, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 11, 2015 and (ii) 20,217,260 ordinary shares issued on May 14, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 14, 2015.

* See Item 5 of this statement on Schedule 13D.

** Based on 100,217,260 ordinary shares in issue, which is the sum of (i) 80,000,000 ordinary shares in issue on March 31, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 11, 2015 and (ii) 20,217,260 ordinary shares issued on May 14, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 14, 2015.

* See Item 5 of this statement on Schedule 13D.

** Based on 100,217,260 ordinary shares in issue, which is the sum of (i) 80,000,000 ordinary shares in issue on March 31, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 11, 2015 and (ii) 20,217,260 ordinary shares issued on May 14, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 14, 2015.

* See Item 5 of this statement on Schedule 13D.

** Based on 100,217,260 ordinary shares in issue, which is the sum of (i) 80,000,000 ordinary shares in issue on March 31, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 11, 2015 and (ii) 20,217,260 ordinary shares issued on May 14, 2015 as set forth in the Issuer’s Report on Form 6-K (No. 001-36487) filed with the Securities and Exchange Commission on May 14, 2015.

Item 1.          Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the ordinary shares, nominal value of $0.10 per share (the “Ordinary Shares”), of Abengoa Yield plc (the “Issuer”), a public limited company incorporated under the laws of England and Wales. The Issuer’s principal executive offices are located at Great West House, GW1, 17th Floor, Great West Road, Brentford, United Kingdom. TW8 9DF.

Item 2.          Identity and Background.

This Schedule 13D is filed jointly by Abengoa, S.A., a corporation organized under the laws of the Kingdom of Spain (“Abengoa”), Abengoa Concessions, S.L., a corporation organized under the laws of the Kingdom of Spain (“Abengoa Concessions”), Abengoa Solar, S.A., a corporation organized under the laws of the Kingdom of Spain (“Abengoa Solar”) and Abengoa Concessions Investments Limited, a private limited company incorporated under the laws of England and Wales (“ACI”). Abengoa holds 100% of the interests in Abengoa Concessions and Abengoa Solar. ACI is owned jointly by Abengoa Concessions and Abengoa Solar. Abengoa, Abengoa Concessions, Abengoa Solar and ACI are collectively referred to herein as the “Reporting Persons.”

The address of principal business and principal office of each Reporting Person is:

Abengoa, S.A.

Campus Palmas Altas

C/ Energía Solar

41014, Seville, Spain

Abengoa Concessions, S.L.

Campus Palmas Altas

C/ Energía Solar

41014, Seville, Spain

Abengoa Solar, S.A.

Campus Palmas Altas

C/ Energía Solar

41014, Seville, Spain

Abengoa Concessions Investments Limited

Great West House, GW1, 17th Floor

Great West Road

Brentford, United Kingdom

TW8 9DF

The principal business of Abengoa is to undertake and operate any businesses related to projects and the construction, manufacture, import, export, acquisition, repair, installation, assembly, contracting, sale and supply of all types of electrical, electronic, mechanical and gas apparatus, for any type of application, and the materials that are complementary to this branch of industry, as well as the complementary civil engineering works for these installations, and also the complementary civil engineering works of all the other businesses related to it; the study, promotion and execution of all types of civil engineering works for construction, restoration, improvements and maintenance, both public and private, including all types of industrial constructions, civil engineering works, infrastructures, hard landscaping, the construction of residential housing, buildings and properties of all kinds as well as the acquisition, holding, administration, provision and sale of all types of personal and real property, intangible rights and transferable securities.

The principal business of Abengoa Solar is the promotion of use of renewable energy sources or improvements in energy efficiency in industrial processes in the fields of solar energy, environmental and industry, including research and development of applications, technologies and materials, the design, manufacture and assembly, construction, operation and maintenance of related facilities, import and marketing of such products or their derivatives, as well as advisory services and support including financial, economic, legal, business organization, control and audit, fiscal, human resources, broadcasting, commercial management, supply and risk management.

The principal business of Abengoa Concessions is the promotion of renewable energy or energy efficiency improvements in industrial processes in the fields of energy, environment and industry, directly or indirect through investment, subscription, acquisition, disposal, transfer or assessment of shares, granting of loans, debt assumptions, surety of all kinds, providing guarantees or warranties on obligations of the company or of third parties.

ACI was formed to hold shares of the Issuer beneficially owned by Abengoa.

Neither the Reporting Persons nor, to the best knowledge of each Reporting Person, any of the persons listed in Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Information regarding each executive officer and director of each of the Reporting Persons is set forth in Schedule A hereto and incorporated herein by reference.

Item 3.          Source and Amount of Funds or Other Consideration.

As of June 24, 2014, ACI directly owned 51,422,499 Ordinary Shares. The Reporting Persons previously reported the beneficial ownership of such Ordinary Shares on Schedule 13G pursuant to Rule 13d-1(d) on February 13, 2015. The Reporting Persons acquired these shares from the Issuer in connection with the initial public offering (the “IPO”) of the Issuer in June 2014 as consideration for the assets transferred to the Issuer by Abengoa with a book value of $1,791.8 million immediately prior to the IPO. On January 12, 2015 and January 15, 2015, the Reporting Persons disposed of 10,580,000 Ordinary Shares through an underwritten public offering, which reduced their beneficial ownership to 40,842,499 Ordinary Shares.

On May 8, 2015, ACI agreed to purchase 10,310,803 Ordinary Shares (the “PIPE Shares”) from the Issuer in an offering of Ordinary Shares (the “PIPE Offering”) pursuant to an ordinary share purchase agreement between ACI and the Issuer (the “Purchase Agreement”). ACI agreed to purchase the PIPE Shares at a price of $33.14 per share and the total consideration paid on behalf of ACI to the Issuer for the PIPE Shares was $341,700,011.42. The PIPE Shares were issued on May 14, 2014. The PIPE Shares were offered and sold pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The source of funds for the acquisition of the PIPE Shares was working capital of Abengoa.

Item 4.          Purpose of the Transaction.

The Reporting Persons purchased the Ordinary Shares in the IPO for investment purposes. The Reporting Persons purchased the PIPE Shares for investment purposes and to maintain their controlling stake in the Issuer.

Abengoa, as the Issuer’s controlling shareholder, intends to review on a continuing basis its investment in the Issuer. Based on such review, the Reporting Persons may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of strategic investment and trading policies of the Reporting Person, the Issuer’s business, financial condition and operating results, general market and industry conditions or other factors.

On February 9, 2015, Abengoa announced its intention to reduce our shareholding in Issuer to below 50%, with the objective of maintaining a long-term stake in the range of 40-49% of the Issuer’s Ordinary Shares. Abengoa has also indicated its intention to reinforce the role of independent directors of the Issuer in order to effectively transfer control once Abengoa reduces its shareholding in the Issuer below 50%. The information under “Memorandum of Understanding” in Item 6 is hereby incorporated by reference.

Except as otherwise described in this Schedule 13D, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule A to this Schedule 13D, currently has any plans or proposals that would result in or relate to any of the transactions or changes listed in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, as part of its ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other shareholders of the Issuer or other third parties regarding such matters.

Item 5.          Interest in Securities of the Issuer.

(a)     As of June 24, 2015, ACI is the direct beneficial owner of 51,153,302 Ordinary Shares and the Reporting Persons beneficially own 51.04% of the Ordinary Shares.

The following persons listed on Schedule A beneficially own the number of Ordinary Shares of the Issuer indicated: Felipe Benjumea Llorente (26,309 Ordinary Shares), Santiago Seage Medela (20,000 Ordinary Shares), Manuel Sanchez Ortega (28,000 Ordinary Shares), Ricardo Hausmann (280 Ordinary Shares), Jesus Garcia Quilez (3,900 Ordinary Shares), Eduard Soler Babot (7,140 Ordinary Shares) and Alfonso González Domińguez (4,690 Ordinary Shares). Additionally, Felipe Benjumea Llorente may be deemed to beneficially own the 2,814 Ordinary Shares owned by his wife and the 47 Ordinary Shares owned by his children.

(b)    Abengoa, Abengoa Concessions and Abengoa Solar through their ownership of ACI, may be deemed to share voting and dispositive power over the 51,153,302 Ordinary Shares beneficially owned by ACI.

(c)     Except as disclosed in Item 3 of this Schedule 13D, which is incorporated herein by reference, no Reporting Person has effected any transactions in the Ordinary Shares during the past sixty days. To the knowledge of the Reporting Persons, none of the directors and officers of the Reporting Persons listed in Schedule A to this Schedule 13D effected any transactions

in the Ordinary Shares during the past sixty days.

(d)     Other than the Reporting Persons, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons’ securities.

(e)     Not Applicable.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Registration Rights Agreement

On May 14, 2015 and in connection with the PIPE Offering, ACI entered into a registration rights agreement with the Issuer (the “Registration Rights Agreement”). All of the PIPE Shares issued to ACI in connection with the PIPE Offering are subject to the Registration Rights Agreement. The Issuer agreed to file a registration statement registering the PIPE Shares for public resale under the Securities Act by July 31, 2015. The PIPE Shares held by ACI are subject to a lock-up agreement between Abengoa and the placement agents in the PIPE Offering, which, unless waived and subject to certain exceptions, will prevent the Reporting Persons from selling or disposing any of its Ordinary Shares, including the PIPE Shares, until the 30th day after the effectiveness of the registration statement filed pursuant to the Registration Rights Agreement.

Memorandum of Understanding

Abengoa entered into a memorandum of understanding (the “Governance MOU”) with the Issuer on December 9, 2014, pursuant to which Abengoa and the Issuer agreed to work jointly for a period of seven months to amend the Issuer’s corporate governance regulations to (i) ensure that none of the Issuer’s shareholders, including Abengoa, shall have the right to appoint or recommend either the majority or half of its directors, even if such shareholder (including Abengoa) owns a majority of the Issuer’s Ordinary Shares, (ii) expand the list of strategic matters that require approval by the Issuer’s board of directors, including significant investments, divestitures and indebtedness and (iii) ensure that Abengoa will not be entitled to exercise more than 40% of the voting rights in relation to the Issuer.

Exchangeable Notes

On February 26, 2015, Abengoa sold an aggregate of $279,000,000 principal amount of 5.125% Exchangeable Notes due 2017 (the “Exchangeable Notes”). After September 1, 2015 and subject to the satisfaction of certain conditions, the Exchangeable Notes are exchangeable, at the option of the holders of the Exchangeable Notes for Ordinary Shares that are beneficially owned by the Reporting Persons. The Exchangeable Notes are initially exchangeable at a rate of 5,163.16 Ordinary Shares per $200,000 principal amount of Exchangeable Notes, subject to adjustment. As of the date hereof, there are 7,202,602.23 Ordinary Shares that may be subject to delivery to holders of the Exchangeable Notes upon exchange of the Exchangeable Notes. The Exchangeable Notes were issued by Abengoa pursuant to a fiscal agency agreement dated March 5, 2015 between Abengoa and Citibank N.A., London Branch (the “Fiscal Agency Agreement”).

The foregoing summaries of the Registration Rights Agreement, the Governance MOU and the Subscription Agreement are generalized, do not purport to be complete and, as such, are qualified in their entirety by the Registration Rights Agreement, which is set forth as Exhibit 1, the Governance MOU, which as set forth in Exhibit 2, and the Fiscal Agency Agreement, which is set forth as Exhibit 3, each of which is incorporated in this Item 6 by reference.

Item 7.          Materials to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 24, 2015

Schedule A

INFORMATION REGARDING THE INSTRUCTION C PERSONS

The following sets forth the name, position, address, principal occupation and citizenship of each director and executive officer of the applicable Reporting Persons.

DIRECTORS OF ABENGOA, S.A.

EXECUTIVE OFFICERS OF ABENGOA, S.A.

(1)   Campus Palmas Altas, Calle Energía Solar, No. 1, 41014 Seville, Spain.

ABENGOA SOLAR, S.A.

DIRECTORS AND EXECUTIVE OFFICERS

(1)   Campus Palmas Altas, Calle Energía Solar, No. 1, 41014 Seville, Spain.

ABENGOA CONCESSIONS, S.L.

DIRECTORS AND EXECUTIVE OFFICERS

(1)   Campus Palmas Altas, Calle Energía Solar, No. 1, 41014 Seville, Spain.

(2)   Great West House, GW1, 17th Floor, Great West Road, Brentford, United Kingdom TW8 9DF.

ABENGOA CONCESSIONS INVESTMENTS LIMITED

DIRECTORS AND EXECUTIVE OFFICERS

(1)   Campus Palmas Altas, Calle Energía Solar, No. 1, 41014 Seville, Spain.

(2)   Great West House, GW1, 17th Floor, Great West Road, Brentford, United Kingdom TW8 9DF.

Exhibit 1

Dated May 14, 2015

REGISTRATION RIGHTS AGREEMENT

between

ABENGOA YIELD PLC

and

THE PURCHASER NAMED HEREIN

Table of Contents

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REGISTRATION RIGHTS AGREEMENT, dated as of May 14, 2015 (this “Agreement”) by and among Abengoa Yield plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and the Purchaser set forth on Schedule A attached hereto (the “Purchaser”).

WHEREAS, this Agreement is made in connection with the closing of the issuance of ordinary shares, $0.10 nominal value, of the Company (the “Shares”) and the issuance and sale of depositary receipts to the Purchaser pursuant to the Ordinary Share Purchase Agreement, dated as of May 8, 2015 (the “Purchase Agreement”) between the Company and the Purchaser. In addition to the Purchaser, other persons are purchasing Shares from the Company pursuant to ordinary share purchase agreements with the Company dated as of May 8, 2015 (each such person, an “Other Purchaser” and together with the Purchaser, the “Private Placement Purchasers”);

WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchaser pursuant to the Purchase Agreement; and

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

1                                      Definitions

1.1                            Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as so defined:

“Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Closing Date” is May 14, 2015.

“Commission” means the United States Securities and Exchange Commission.

“Company” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Effectiveness Period” has the meaning specified therefor in 2.1.1.

“Holder” means the record holder of any Registrable Securities.

“Liquidated Damages” has the meaning specified therefor in 2.1.2.

“Liquidated Damages Multiplier” means the product of the Share Price times the number of Purchased Shares of such Holder that may not be disposed of without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

“Losses” has the meaning specified therefor in 2.6.1.

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“NASDAQ” means the NASDAQ Global Select Market.

“Other Purchaser” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Person” means any individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“Private Placement Purchasers” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Purchaser” has the meaning specified therefor in the introductory paragraph of this Agreement.

“Purchase Agreement” has the meaning specified therefor in the recitals of this Agreement.

“Registrable Securities” means (a) the Shares underlying the depositary receipts acquired by the Purchaser pursuant to the Purchase Agreement and (b) any Shares issued as Liquidated Damages pursuant to 2.1.2 of this Agreement and includes any type of interest issued to the Holder as a result of 3.4.

“Registration Expenses” means all expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on the Registration Statement pursuant to 2.1.1, and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and NASDAQ fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Company, including the expenses of any special audits or comfort letters required by or incident to such performance and compliance.

“Registration Statement” has the meaning specified therefor in 2.1.1.

“Selling Expenses” means all underwriting discounts and selling commissions or similar fees or arrangements allocable to the sale of the Registrable Securities.

“Selling Holder” means a Holder who is selling Registrable Securities pursuant to the Registration Statement.

“Selling Holder Indemnified Persons” has the meaning specified therefor in 2.6.1.

“Share Price” means $33.14 per Share.

1.2                            Registrable Securities. Any Registrable Security will cease to be a Registrable Security when (a) a registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective registration statement; (b) such Registrable Security has been disposed of pursuant to any section of Rule 144 (or any similar provision then in force) under the Securities Act; (c) such Registrable Security is held by the Company or one of its subsidiaries; (d) such Registrable Security has been transferred, sold or disposed of in a

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private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of such securities pursuant to 2.8; or (e) such Registrable Security becomes eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act.

2                                      Registration Rights

2.1                            Registration.

2.1.1                  Filing Deadline. No later than July 31, 2015, the Company shall prepare and file a registration statement to permit the public resale of Registrable Securities then outstanding from time to time as permitted by Rule 415 under the Securities Act (or any similar provision as is then in effect) with respect to all of the Registrable Securities (the “Registration Statement”). The Registration Statement filed pursuant to this 2.1.1 shall be on such appropriate registration form of the Commission as shall be selected by the Company so long as it permits the continuous offering of the Registrable Securities pursuant to Rule 415 under the Securities Act (or any similar provision as is then in effect) at the then prevailing market prices. The Company shall use its commercially reasonable efforts to cause the Registration Statement to become effective by July 31, 2015. Any Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Registration Statement. The Company shall use its commercially reasonable efforts to cause the Registration Statement filed pursuant to this 2.1.1 to be effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrable Securities covered by such Registration Statement have ceased to be Registrable Securities (the “Effectiveness Period”). The Registration Statement when effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that the Registration Statement becomes effective, but in any event within two (2) Business Days of such date, the Company shall provide the Holders with written notice of the effectiveness of the Registration Statement.

2.1.2                  Failure To Go Effective. If the Registration Statement required by 2.1.1 is not declared effective within 120 days after the Closing Date, then each Holder shall be entitled to a payment (with respect to the Purchased Shares of each such Holder), as liquidated damages and not as a penalty, of 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for the first 60 days following the 120th day, increasing by an additional 0.25% of the Liquidated Damages Multiplier per 30-day period, which shall accrue daily, for each subsequent 60 days (i.e., 0.5% for 61-120 days, 0.75% for 121-180 days and 1.0% thereafter), up to a maximum of 1.00% of

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the Liquidated Damages Multiplier per 30-day period (the “Liquidated Damages”). The Liquidated Damages payable pursuant to the immediately preceding sentence shall be payable within ten (10) Business Days after the end of each such 30-day period. Any Liquidated Damages shall be paid to each Holder in immediately available funds; provided, however, if the Company certifies that it is unable to pay Liquidated Damages in cash because such payment would result in a breach under a credit facility or other debt instrument, then the Company may pay the Liquidated Damages in kind in the form of the issuance of additional Shares. Upon any issuance of Shares as Liquidated Damages, the Company shall promptly (i) prepare and file an amendment to the Registration Statement prior to its effectiveness adding such Shares to such Registration Statement as additional Registrable Securities and (ii) prepare and file a supplemental listing application with NASDAQ (or such other market on which the Registrable Securities are then listed and traded) to list such additional Shares. The determination of the number of Shares to be issued as Liquidated Damages shall be equal to the amount of Liquidated Damages divided by the volume-weighted average price of the Shares on NASDAQ (or such other market on which Shares are then listed and traded) over the consecutive ten (10) trading day period preceding the date on which the Liquidated Damages payment is due. The accrual of Liquidated Damages to a Holder shall cease at the earlier of (i) the Registration Statement becoming effective or (ii) when such Holder no longer holds Registrable Securities, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases. If the Company is unable to cause a Registration Statement to go effective within 120 days after the Closing Date as a result of an acquisition, merger, reorganization, disposition or other similar transaction, then the Company may request a waiver of the Liquidated Damages, and each Holder must individually consent to such request.

2.1.3                  Termination of Holder’s Rights. A Holder’s rights (and any transferee’s rights) pursuant to 2.1.1 shall terminate upon the termination of the Effectiveness Period.

2.2                            Delay Rights.

2.2.1                  Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any Selling Holder whose Registrable Securities are included in the Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the Registration Statement (in which event the Selling Holder shall discontinue sales of the Registrable Securities pursuant to the Registration Statement but may settle any previously made sales of Registrable Securities) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition, financing or other similar transaction or other corporate transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in the Registration Statement or (ii) the Company has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company; provided, however, in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to the Registration Statement for a period that

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exceeds an aggregate of 60 days in any 180-day period or 105 days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in the Registration Statement and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement.

2.2.2                  Additional Rights to Liquidated Damages. If (i) the Selling Holders shall be prohibited from selling their Registrable Securities under the Registration Statement as a result of a suspension pursuant to 2.2.1 in excess of the periods permitted therein or (ii) the Registration Statement is filed and declared effective but, during the Effectiveness Period, shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded within 30 days by a post-effective amendment thereto, a supplement to the prospectus or a report filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, then, until the suspension is lifted or a post-effective amendment, supplement or report is filed with the Commission, but not including any day on which a suspension is lifted or such amendment, supplement or report is filed and declared effective, if applicable, the Company shall owe the Selling Holders an amount equal to the Liquidated Damages, following the earlier of (x) the date on which the suspension period exceeded the permitted period and (y) the thirty-first (31st) day after the Registration Statement ceased to be effective or failed to be useable for its intended purposes, as liquidated damages and not as a penalty (for purposes of calculating Liquidated Damages, the date in (x) or (y) above shall be deemed the “120th day,” as used in the definition of Liquidated Damages). For purposes of this paragraph, a suspension shall be deemed lifted on the date that notice that the suspension has been terminated is delivered to the Holders. Liquidated Damages shall cease to accrue pursuant to this paragraph upon the Purchased Shares of such Holder becoming eligible for resale without restriction and without the need for current public information under any section of Rule 144 (or any similar provision then in effect) under the Securities Act, assuming that each such Holder is not an Affiliate of the Company, and any payment of Liquidated Damages shall be prorated for any period of less than 30 days in which the payment of Liquidated Damages ceases.

2.2.3                  No Demand Rights. Notwithstanding any other provision of this Agreement, no Holder shall be entitled to any “demand” rights or similar rights that would require the Company to effect any offering on behalf of the Holders.

2.3                            Sale Procedures. In connection with its obligations under this Section 2, the Company will, as promptly as reasonably practicable:

2.3.1                  prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus or prospectus supplement used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement;

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2.3.2                  furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing the Registration Statement or any amendment or supplement thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission) and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Registration Statement or any supplement or amendment thereto and (ii) such number of copies of the Registration Statement and the prospectus or prospectus supplement included therein and any amendments or supplements thereto as such Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement;

2.3.3                  if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement under the securities or blue sky laws of such jurisdictions as the Selling Holders; provided, however, that the Company will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject;

2.3.4                  promptly notify each Selling Holder, at any time when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of the Registration Statement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement  or any post-effective amendment thereto, when the same has become effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) above and any written request by the Commission for amendments or supplements to the Registration Statement or any prospectus or prospectus supplement thereto;

2.3.5                  immediately notify each Selling Holder, at any time when a prospectus or prospectus supplement related thereto is required to be delivered under the Securities Act of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus or prospectus supplement contained therein, in the light of the circumstances under which such statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to as promptly as practicable amend or supplement the prospectus or

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prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other commercially reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

2.3.6                  upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable Securities;

2.3.7                  otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

2.3.8                  cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Company are then listed;

2.3.9                  use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities;

2.3.10           provide a transfer agent for all Registrable Securities covered by the Registration Statement not later than the effective date of the Registration Statement;

2.3.11           enter into customary agreements and take such other customary actions as are reasonably requested by the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of such Registrable Securities; and

2.3.12           if requested by a Selling Holder, (i) incorporate in a prospectus or prospectus supplement or post-effective amendment to the Registration Statement such information as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and (ii) make all required filings of such prospectus or prospectus supplement or post-effective amendment to the Registration Statement after being notified of the matters to be incorporated in such prospectus or prospectus supplement or post-effective amendment.

The Company will not name a Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act in any Registration Statement without such Holder’s consent. If the staff of the Commission requires the Company to name any Holder as an underwriter as defined in Section 2(a)(11) of the Securities Act, and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included in

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the Registration Statement, such Holder shall no longer be entitled to receive Liquidated Damages under this Agreement with respect thereto and the Company shall have no further obligations hereunder with respect to Registrable Securities held by such Holder.

Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in 2.3.5, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of the copies of the supplemented or amended prospectus or prospectus supplement contemplated by 2.3.5 or until it is advised in writing by the Company that the use of the prospectus or prospectus supplement may be resumed and has received copies of any additional or supplemental filings incorporated by reference in the prospectus or prospectus supplement, and, if so directed by the Company, such Selling Holder will deliver to the Company all copies in their possession or control of the prospectus or prospectus supplement covering such Registrable Securities current at the time of receipt of such notice.

2.4                            Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of a Holder in the Registration Statement pursuant to 2.1.1 who has failed to timely furnish such information that the Company determines, after consultation with counsel, is reasonably required in order for such registration statement or prospectus or prospectus supplement, as applicable, to comply with the Securities Act.

2.5                            Expenses. The Company will pay all reasonable Registration Expenses as determined in good faith, whether or not any sale is made. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in 2.6 hereof, the Company shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.

2.6                            Indemnification.

2.6.1                  By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses, collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus or prospectus supplement, in light of the circumstances under which such statement is made) contained in the Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto,

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or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or prospectus supplement, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the Registration Statement, preliminary prospectus or prospectus supplement, free writing prospectus, final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person and shall survive the transfer of such securities by such Selling Holder.

2.6.2                  By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, its directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

2.6.3                  Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this 2.6. In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this 2.6 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include

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both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnifying party shall settle any action brought against it with respect to which it is entitled to indemnification hereunder without the consent of the indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party.

2.6.4                  Contribution. If the indemnification provided for in this 2.6 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such losses, as well as any other relevant equitable considerations; provided, however, that in no event shall such Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

2.6.5                  Other Indemnification. The provisions of this 2.6 shall be in addition to any other rights to indemnification or contribution that an Indemnified Party may have pursuant to law, equity, contract or otherwise.

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2.7                            Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

2.7.1                  make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;

2.7.2                  file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act at all times from and after the date hereof; and

2.7.3                  so long as a Holder owns any Registrable Securities, furnish, unless otherwise available via EDGAR, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

2.8                            Transfer or Assignment of Registration Rights. The right to cause the Company to register Registrable Securities granted to the Purchaser by the Company under this Section 2 may be transferred or assigned by the Purchaser to one or more transferee(s) or assignee(s) of Registrable Securities; provided, however, that (a) unless such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, the Purchaser, the amount of Registrable Securities transferred or assigned to such transferee or assignee represents at least $10.0 million of Registrable Securities (based on the Share Price), (b) the Company is given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned and (c) each such transferee or assignee assumes in writing responsibility for its portion of the obligations of the Purchaser under this Agreement.

2.9                            Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any current or future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company on a basis other than pari passu with, or expressly subordinate to the rights of, the Holders of Registrable Securities hereunder.

3                                      Miscellaneous

3.1                            Communications. All notices and other communications provided for or permitted hereunder shall be made in writing by facsimile, electronic mail, courier service or personal delivery:

3.1.1                  if to the Purchaser:

To the address and counsel listed on Schedule A hereof;

if to a transferee of the Purchaser, to such Holder at the address provided pursuant to 2.8 above; and

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3.1.2                  if to the Company:

Abengoa Yield plc
Great House West, GW1, 17th floor,
Great West Road
Brentford, United Kingdom, TW8 9DF
Attention: Chief Executive Officer

with a copy to:

Attention: General Counsel and Company Secretary

and:

Linklaters LLP
1345 Avenue of the Americas
19th Floor
New York, NY 10105
Attention: Jeffrey C. Cohen
Facsimile: 212.903.9100
Email: jeffrey.cohen@linklaters.com

All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when sent by confirmed facsimile or electronic mail if sent during normal business hours, but if not, then on the next Business Day; and when actually received, if sent by courier service or any other means.

3.2                            Successor and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

3.3                            Transfer or Assignment of Rights. All or any portion of the rights and obligations of the Purchaser under this Agreement may be transferred or assigned by the Purchaser only in accordance with 2.8 hereof.

3.4                            Recapitalization, Exchanges, Etc. Affecting the Registrable Securities. The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, splits, recapitalizations, pro rata distributions and the like occurring after the date of this Agreement.

3.5                            Aggregation of Registrable Securities. All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights and applicability of any obligations under this Agreement.

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3.6                            Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have.

3.7                            Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

3.8                            Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

3.9                            Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

3.10                     Waiver of Jury Trial.  The Company and the Purchaser hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

3.11                     Jurisdiction. The Company hereby agrees that any suit, action or proceeding against the Company brought by the Purchaser, the directors, officers, employees and agents of the Purchaser, or by any person who controls the Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any New York Court, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company has appointed Abengoa Solar LLC as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein which may be instituted in any New York Court, by the Purchaser, the directors, officers, employees and agents of the Purchaser, or by any person who controls the Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. The Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company.

3.12                     Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of

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such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

3.13                     Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the rights granted by the Company set forth herein. This Agreement and the Purchase Agreement supersede all prior agreements and understandings between the parties with respect to such subject matter.

3.14                     Amendment. This Agreement may be amended only by means of a written amendment signed by the Company and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.

3.15                     No Presumption. If any claim is made by a party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

3.16                     Obligations Limited to Parties to Agreement. Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Purchaser (and its permitted transferees and assignees) and the Company shall have any obligation hereunder and that, notwithstanding that the Purchaser may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of the Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of the Purchaser or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Purchaser under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any claim based on, in respect of or by reason of such obligation or its creation, except in each case for any transferee or assignee of the Purchaser hereunder.

3.17                     Independent Nature of Purchaser’s Obligations. The obligations of the Purchaser (and its permitted transferees and assignees) under this Agreement are not joint with the obligations of any Other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any Other Purchaser. Nothing contained herein, and no action taken by the Purchaser pursuant thereto, shall be deemed to constitute the Private Placement Purchasers as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Private Placement Purchasers are in any way acting in concert or as a

14

group with respect to such obligations or the transactions contemplated by this Agreement. The Purchaser shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any Other Purchaser to be joined as an additional party in any proceeding for such purpose.

3.18                     Interpretation. All references to “Sections” shall be deemed references to this Agreement, unless otherwise specified. All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word “including” shall mean “including but not limited to.” Whenever any determination, consent or approval is to be made or given by a Holder under this Agreement, such action shall be in such Holder’s sole discretion unless otherwise specified.

[Signature pages to follow]

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IN WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as of the date first above written.

Exhibit 2

Memorandum of Understanding

Dated December 9, 2014

by and between

Abengoa, S.A.

and

Abengoa Yield plc

1

This Memorandum of Understanding (“MoU”) is made on December 9, 2014, (“Effective Date”) by and between:

(1)                              Abengoa, S.A., a company organized under the laws of the Kingdom of Spain, with registered number A41002288 whose registered office is at Campus Palmas Altas, C/Energía Solar,1, Seville, (“Abengoa”); and

(2)                              Abengoa Yield plc, a public limited company incorporated and registered in England and Wales, with registered number 08818211 whose registered office is at Great West House (GW1), Great West Road, Brentford, Middlesex, United Kingdom, TW8 9DF (the “Company”).

Abengoa and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Whereas:

(A)       Abengoa provides innovative solutions for a diverse range of customers in the energy and environmental sectors;

(B)       The Company was incorporated by the Abengoa group to serve as its primary vehicle for owning, operating and acquiring renewable energy, conventional power, transmission lines and other contracted revenue-generating assets;

(C)       In June 2014 an initial public offering was conducted on the Nasdaq Stock Market of, approximately, 35% of the ordinary share capital of the Company. Abengoa currently indirectly holds 64.2% of the equity interest of the Company;

(D)       Abengoa and the Company have declared their interest in amending the corporate governance documents of the Company as appropriate before June 2015 in order to introduce the terms and changes described herein (hereinafter the “Corporate Governance Proposal”); and

(E)        Abengoa and the Company wish to enter into this MoU to set out the corporate governance framework upon which they shall work towards jointly with a view to implementing the Corporate Governance Proposal.

Now therefore, the Parties agree as follows:

1.              Interpretation

In this MoU, unless the context otherwise requires, the provisions in this Clause 1 apply:

“ACI” means Abengoa Concessions Investments Limited, a private limited company incorporated and registered in England and Wales, with registered number 08818214 whose registered office is at Great West House (GW1), Great West Road, Brentford, Middlesex, United Kingdom, TW8 9DF;

“Applicable Law” means all statutes, laws, common law, rules, regulations, ordinances, codes or other legal requirements of any governmental authority and quasi-governmental agencies or entities, and any judgment, injunction, order, directive, decree or other judicial or regulatory requirement of any court or governmental authority of competent jurisdiction affecting or relating to the person or property in question;

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“Appointments and Remuneration Committee” means the Appointments and Remuneration Committee of the Company;

“Business Day” means any day other than a Saturday, Sunday or any legal holiday in Madrid or London;

“Corporate Governance Proposal” has the meaning set forth in Recital D;

“Director” means any director of the Company;

“Minimum Shareholding” has the meaning set forth in the Articles of Association of the Company; and

“Notice” has the meaning set forth in Clause 6.

Unless otherwise stated, references to Clauses shall be references to Clauses in this MoU.

2.              Term

2.1.         This MoU shall commence on the Effective Date and shall continue for a period of seven (7) months from the Effective Date unless terminated earlier by either Party by giving written notice to the other Party. Such termination shall not give rise to any further compensation, obligation or liability of any nature whatsoever.

2.2.         This MoU may be renewed for a further period to be mutually agreed by the Parties.

3.              Purpose

This MoU shall serve as a general framework for the guiding principles upon which the Parties shall work jointly to define and elaborate the necessary steps to amend the Company’s corporate governance documents in accordance with the terms set out in Clause 4.

4.              Corporate Governance Proposal

4.1.         The Parties agree to work jointly during the term of this MoU in order to amend the Company’s corporate governance documents, including but not limited to the Articles of Association of the Company, to the extent permitted by Applicable Law and subject to this Clause 4, in accordance with the following terms:

(i)        No member of the Company shall have the right to appoint or recommend either the majority or even half of the Directors to the Board of the Company.

(ii)     ACI shall be entitled to nominate for recommendation by the Appointments and Remuneration Committee a number of proposed Directors in proportion to the Minimum Shareholding provided that such number shall be less than half of the Directors on the Board. The Appointments and Remuneration Committee shall review ACI’s nominees and either approve or reject them provided that such rejection is reasonably justified. If the Appointments and Remuneration Committee rejects ACI’s nominees, the committee will give ACI a reasonable period of time to propose alternative nominees.

(iii)  Certain matters, named “strategic matters”, shall be required to be approved by the Board of Directors of the Company. Abengoa and the Company undertake to

3

work together in order to define the matters to be so reserved and such matters shall include but not be limited to the following: (a) significant investments by the Company, (b) significant divestitures by the Company, and (c) the entering into of significant indebtedness of any kind by the Company.

(iv) ACI, as a member of the Company, shall not be entitled to exercise more than 40% of the voting rights in the Company regardless of its shareholding in the Company.

4.2.         In respect of the matter set out in Clause 4.1(iv), the Parties agree to extend the term of this MoU beyond June 2015 as necessary.

4.3.         The Parties agree that any proposal to enter into legally binding agreements in relation to the implementation of the terms under Clauses 4.1 and 4.2 shall remain subject to all appropriate internal and external approvals of each Party, including any necessary consent, approval, authorization, exemption, filing, licence, order, recording or registration, of any court or governmental agency or body, whether required by Applicable Law or by the Articles of Association or other corporate governance documents of each Party, at any time required to be taken, fulfilled or done.

4.4.         Abengoa and the Company undertake to use their best efforts to seek and secure the approvals under Clause 4.3.

5.         Legal Effect

It is understood that this MoU merely constitutes a statement of the present intentions of the Parties regarding the Corporate Governance Proposal and does not contain all matters upon which an agreement must be reached in order for the transactions contemplated herein to be completed and, therefore, with the exception of Clause 7.2, this MoU is not intended to be legally binding.  Nothing herein shall constitute any obligation on any Party to enter into any definitive agreement with respect to the Corporate Governance Proposal or otherwise and any Party hereto may give written notice to the other Party at any time end discussions and negotiations under or in connection with this MoU, without having to give reasons for doing so.

6.              Notice

6.1. Method of Delivery

All notices, requests, demands and other communications (each a “Notice”) required to be provided to the other Party pursuant to this MoU shall be in writing and shall be delivered (i) in person, (ii) by overnight courier service, or (iii) by facsimile transmittal, with a verification copy sent on the same day, to the other Party to MoU at the following address or facsimile number (or to such other address or facsimile number as Abengoa or the Company may designate from time to time pursuant to this Clause 6.1):

If to Abengoa:

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Abengoa, S.A.
Campus Palmas Altas
1 Energía Solar Street
Seville, Spain

Attention: Aida Pérez Alonso
Facsimile No.: +34 917523350

If to the Company:

Great West House, GW1, 17th Floor

Great West Road

Brentford

Middlesex

United Kingdom

TW8 9DF

Attention: Irene M. Hernández
Facsimile No.: +34917523350

6.2. Receipt of Notices

All Notices sent by Abengoa or the Company under this MoU shall be deemed to have been received by the Party to whom such Notice is sent upon (i) delivery to the address or facsimile number of the recipient Party, provided that such delivery is made prior to 5:00 p.m. (local time for the recipient Party) on a Business Day, otherwise the following Business Day, or (ii) the attempted delivery of such Notice if (A) such recipient Party refuses delivery of such Notice, or (B) such recipient Party is no longer at such address or facsimile number, and such recipient Party failed to provide the sending Party with its current address or facsimile number pursuant to this Clause 6).

6.3. Change of Address

Abengoa and the Company shall have the right to change their respective address and/or facsimile number for the purposes of this Clause 6 by providing a Notice of such change in address and/or facsimile as required under this Clause 6.

7.              Miscellaneous

7.1.         This MoU may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Either party may enter into this MoU by executing any such counterpart.

7.2.         This MoU and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. All the Parties irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this MoU and that accordingly any proceedings arising out of or in connection with this Deed shall be brought in such courts. Each of the Parties irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.

In witness whereof this MoU has been entered into on the date first stated above.

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Signed  by
Abengoa S.A.
acting by Felipe Benjumea Llorente
as Executive Chairman

Signed by
Abengoa Yield plc
acting by Santiago Seage Medela
as Chief Executive Officer and Director

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Exhibit 3

Execution Copy

Dated 5 March, 2015

ABENGOA, S.A.

CITIBANK N.A., LONDON BRANCH

and

OTHERS

FISCAL AGENCY AGREEMENT

relating to
U.S.$279,000,000
 5.125 per cent. Exchangeable Notes due 2017

TABLE OF CONTENTS

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This Agreement is made on 5 March, 2015 between:

(1)                                 ABENGOA, S.A. (the “Issuer”);

(2)                                 CITIBANK, N.A., London Branch as fiscal agent and as principal paying, transfer and exchange agent;

(3)                                 BONDHOLDERS, S.L., as commissioner (the “Commissioner”) (comisario), as this term is defined under the Spanish Companies Act (Ley de Sociedades de Capital), of the Syndicate of Noteholders (as defined below); and

(4)                                 CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG as registrar.

WHEREAS:

(A)                               The Issuer proposes to issue U.S.$279,000,000 principal amount of Notes to be known as its 5.125 per cent. Exchangeable Notes due 2017.

(B)                               The Notes are initially exchangeable into fully paid ordinary shares having a par value of $0.10 each in the capital of Abengoa Yield plc in accordance with their terms.

(C)                               The Notes will be issued in registered form, in minimum denominations of U.S.$200,000, without interest coupons attached, and will be offered (i) outside the United States to non-U.S. persons in reliance on Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) and (ii) to qualified institutional buyers (“QIBs”) in the United States in transactions exempt from the registration requirements of the Securities Act in reliance on Rule 144A under the Securities Act.

(D)                               Notes offered in reliance on Regulation S under the Securities Act (the “Regulation S Notes”) will be represented by a permanent global note (the “Regulation S Global Note”) in registered form, without interest coupons attached, which will be deposited on the Closing Date (as defined below) with Citibank Europe plc as common depositary for,  and in respect of interests held through, Euroclear and Clearstream, Luxembourg (the “Common Depositary”) and registered in the name of Citivic Nominees Limited as nominee for the Common Depositary. The Regulation S Global Note (and any Notes in definitive form represented by Regulation S Note Certificates (as defined below) issued in exchange therefor) will be subject to certain restrictions on transfer set forth therein and herein.

(E)                                Notes offered in reliance on Rule 144A under the Securities Act (the “Rule 144A Notes”) will be represented by a permanent global note (the “Rule 144A Global Note”) in registered form, without interest coupons attached, which will be deposited on or about the Closing Date with a custodian (the “Custodian”) for the Depository Trust Company (“DTC”) for and registered in the name of CEDE & Co. as nominee for DTC. The Rule 144A Global Note (and any Notes in definitive form represented by Rule 144A Note Certificates (as defined below) issued in exchange therefor) will be subject to certain restrictions on transfer set forth therein and herein.

(F)                                 An interest in the Regulation S Global Note will only be exchangeable for Regulation S Notes in definitive form represented by a physical certificate bearing the Regulation S

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legend (as defined below) (each, a “Regulation S Note Certificate”) in the limited circumstances specified in the Regulation S Global Note.

(G)                               An interest in the Rule 144A Global Note will only be exchangeable for Rule 144A Notes in definitive form represented by a physical certificate bearing the Rule 144A Legend (as defined below) (each, a “Rule 144A Note Certificate” and together with the Regulation S Note Certificates, the “Note Certificates”) in the limited circumstances specified in the Rule 144A Global Note.

(H)                              The identity of the Noteholders will be shown on the Register (as each such term is defined below), and transfers of the Notes will be effected only by means of entry in the Register.

1.                                      INTERPRETATION

1.1.                            Definitions

Terms defined in the Notes have the same meanings in this Agreement (except where otherwise defined in this Agreement) and except where the context requires otherwise:

“Agents” means the Fiscal Agent, the Registrar and the Paying, Transfer and Exchange Agents or any of them;

“Business Day” means, in relation to any place, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in that place;

“Calculation Agent” means Conv-Ex Advisors Limited;

“Calculation Agency Agreement” means the calculation agency agreement relating to the Notes dated 5 March 2015 between the Issuer and the Calculation Agent;

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme;

“Closing Date” means 5 March, 2015;

“Common Depositary” has the meaning given to such term in the Recitals hereto;

“Conditions” means the terms and conditions set out in Schedule 1 as modified, with respect to any Notes represented by the Global Notes, by the provisions of the Global Notes and any reference to a particularly numbered Condition shall be construed accordingly;

“Euroclear” means Euroclear Bank S.A./N.V.;

“Exchange Notice” means a notice of exchange substantially in the form for the time being current and which initially shall be in the form appearing in Schedule 6 Part A;

“Fiscal Agent” means the fiscal agent and principal paying, transfer and exchange agent for the time being in respect of the Notes appointed from time to time under this Agreement or an agreement supplemental to it, in its capacity as fiscal agent;

“Global Notes” means both the Regulation S Global Note and the Rule 144A Global Note which will evidence the Notes substantially in the form set out in Schedule 3 and evidencing the registration of the person named therein in the Register;

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“Note Certificate” has the meaning given to such term in the Recitals hereto;

“Notes” means the U.S.$279,000,000 5.125 per cent. Exchangeable Notes due 2017 of the Issuer and (except in Clauses 3.1 and 3.2) includes the Global Notes;

“Noteholder Share Redemption Notice” means a notice from the relevant Noteholder in respect of an Issuer’s election to exercise the Share Redemption Option substantially in the form appearing in Schedule 9;

“outstanding” means, in relation to the Notes, all the Notes issued except (a) those which have been redeemed in accordance with the Conditions, (b) those in respect of which Exchange Rights have been exercised and all the obligations of the Issuer duly performed in relation thereto (c) those in respect of which the date for redemption has occurred and the redemption moneys (including all interest accrued on such Notes to the date for such redemption and any interest payable under the Conditions after such date) have been duly paid to the Fiscal Agent as provided in this Agreement and remain available for payment against presentation and surrender of Notes (if so required), as the case may be, (d) those in respect of which claims have become void or prescribed, (e) those which have been purchased and cancelled as provided in the Conditions, (f) those mutilated or defaced Notes which have been surrendered in exchange for replacement Notes, (g) (for the purpose only of determining how many Notes are outstanding and without prejudice to their status for any other purpose) those Notes alleged to have been lost, stolen or destroyed and in respect of which replacement Notes have been issued, and (h) any Global Note to the extent that it shall have been exchanged for Note Certificates pursuant to its provisions; provided that for the purposes of (1) ascertaining the right to attend and vote at any meeting of the Syndicate of Noteholders and (2) the determination of how many Notes are outstanding for the purposes of Schedule 4, those Notes which are beneficially held by, or are held on behalf of, the Issuer or any of its Subsidiaries and not cancelled shall (unless and until ceasing to be so held) be deemed not to remain outstanding;

“Paying, Transfer and Exchange Agents” means the paying, transfer and exchange agents in respect of the Notes appointed from time to time under this Agreement or an agreement supplemental to it and includes the Fiscal Agent;

“Registrar” means the registrar in respect of the Notes appointed from time to time under this Agreement or an agreement supplemental to it;

“Regulation S” means Regulation S under the Securities Act;

“Regulation S Global Note” has the meaning given to such term in the Recitals hereto;

“Regulation S Legend” means the legend setting forth restrictions on transfer of the Notes only outside of the United States to non-U.S. Persons in compliance with Regulation S;

“Regulation S Note Certificate” has the meaning given to such term in the Recitals hereto; and

“Regulation S Notes” has the meaning given to such term in the Recitals hereto.

“Rule 144A” means Rule 144A under the Securities Act;

“Rule 144A Global Note” has the meaning given to such term in the Recitals hereto;

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“Rule 144A Legend” means the legend setting forth restrictions on transfer of the Notes offered and sold within the United States only to qualified institutional buyers (as defined in Rule 144A) in reliance on Rule 144A in or substantially in the form of the first paragraph of the Rule 144A Global Note;

“Rule 144A Note Certificate” has the meaning given to such term in the Recitals hereto;

“Rule 144A Notes” has the meaning given to such term in the Recitals hereto;

“Securities Act” has the meaning given to such term in the Recitals hereto;

“Share Redemption Option Notice” means a notice of the Issuer’s election to satisfy its obligations relating to the redemption of the Notes pursuant to Condition 10(g) under the Share Redemption Option, substantially in the form appearing in Schedule 8;

“Syndicate of Noteholders” means the sindicato as this term is described under the Spanish Companies Act (Ley de Sociedades de Capital);

“Syndicate Regulations” means the regulations of the Syndicate of Noteholders as set out in Schedule 4 Part A;

“Transfer Regulations” has the meaning given to such term in Clause 14.2;

1.2.                            Contracts (Rights of Third Parties) Act 1999

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, other than Clause 5.7. The consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time.

2.                                      APPOINTMENT

2.1.                            Agents: The Issuer appoints the Agents as its agents in respect of the Notes in accordance with the Conditions at their respective specified offices referred to in the Notes. Except in Clause 19, references to the Agents are to them acting solely through such specified offices. Each Agent shall perform the duties required of it hereunder (including, without limitation, Schedule 7) and by the Conditions. The obligations of the Agents are several and not joint.

2.2.                            Commissioner: The Issuer appoints the Commissioner as temporary Commissioner for the Noteholders, subject to its ratification by the Syndicate of Noteholders. The Commissioner shall perform the duties required of it hereunder (including Schedule 4) and by the Conditions.

3.                                      FORM OF THE NOTES

3.1.                            The Global Notes: The Notes will be represented by a Regulation S Global Note and a Rule 144A Global Note in the combined principal amount of U.S.$279,000,000 and the Issuer shall procure that appropriate entries be made in the register of Noteholders by the Registrar to reflect the issue of such Notes. The Regulation S Global Note will be registered in the name of a nominee for, and shall be deposited on or about the Closing Date with the Common Depositary. The Rule 144A Global Note will be registered in the name of a nominee for DTC on or about the Closing Date.  The Regulation S Global Note and the

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Rule 144A Global Note will each be exchangeable in the limited circumstances specified by their respective terms for Regulation S Note Certificates and Rule 144A Note Certificates, respectively. Immediately before issue, the Issuer shall deliver to the Registrar, and the Registrar (or its agent on its behalf) shall authenticate, the duly executed Global Notes. The Registrar shall then return the Regulation S Global Notes to or to the order of the Issuer for delivery to the Common Depositary and the Rule 144A Global Note to or to the order of the Issuer for delivery to the Custodian.

3.2.                            The Note Certificates: The Note Certificates may be printed or typed and need not be security printed unless otherwise required by applicable legal or stock exchange requirements. The Note Certificates will be substantially in the forms set out in Schedule 2. The Note Certificates will be endorsed with the Conditions.

3.3.                            Signature: The Global Notes and any Note Certificate will be signed manually or in facsimile by an authorised signatory of the Issuer. The Issuer may use the facsimile signature of any person who at the date of this Agreement is an authorised signatory of the Issuer. Notes (including the Global Notes) so executed will be binding and valid obligations of the Issuer.

3.4.                            Exchange of interests in the Global Notes for Note Certificates:

3.4.1                     Issue of Note Certificates: If, following an exchange event described in a Global Note, Regulation S Note Certificates or Rule 144A Note Certificates, as applicable, are to be issued in exchange for interests in the relevant Global Note, the Issuer shall cause sufficient Regulation S Note Certificates or Rule 144A Note Certificates, as applicable, to be executed and delivered to the Registrar in sufficient time for such Regulation S Note Certificates or Rule 144A Note Certificates, as applicable, to be issued in accordance with the relevant Global Note, together with a written order for the authentication thereof.

3.4.2                     Provision of information: In order to receive such Regulation S Note Certificates or Rule 144A Note Certificates, as applicable, (i) the holder of a Global Note must provide the Registrar with a written order containing such instructions and other information as the Issuer and the Registrar may require to complete, execute and deliver such Regulation S Note Certificates or Rule 144A Note Certificates, as applicable, (ii) in the case of the holder of a Rule 144A Global Note, either (x) a fully completed signed certificate substantially to the effect that the existing holder is not transferring its interests at the time of such exchange or (y) in the case of a simultaneous resale to a transferee receiving a Regulation S Note Certificate, a certificate substantially in the form provided in Exhibit 1 of Schedule 5 of this Agreement, and (iii) in the case of a holder of an Regulation S Global Note, either (x) a fully completed signed certificate substantially to the effect that the existing holder is not transferring its interests at the time of such exchange or (y) in the case of a simultaneous resale to a transferee receiving a Rule 144A Note Certificate, a certificate substantially in the form provided in Exhibit 2 of Schedule 5 of this Agreement.

3.4.3                     Authentication and exchange: Upon receipt of the documents referred to in Clause 3.4.2, upon presentation of the relevant Global Note to the Registrar, and upon the written order of the Issuer, the Registrar shall arrange, only in accordance with the terms hereof, the Conditions and the relevant Global Notes, for the authentication

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and delivery to, or to the order of, the person or persons named in the order referred to in Clause 3.4.2 of a Regulation S Note Certificate or a Rule 144A Note Certificate, as applicable, registered in the name or names requested by such person or persons and the Registrar shall procure the reduction to zero of the principal amount of the beneficial interests in the relevant Global Note in exchange for which such Regulation S Note Certificates or Rule 144A Note Certificates, as applicable, are issued, by annotation in the relevant Schedule thereto, accordingly. The Registrar shall ensure that the delivery of such Regulation S Note Certificates or Rule 144A Note Certificates, as applicable, occurs (as far as practicable) simultaneously with the reduction in the principal amount of the relevant Global Note.

3.5.                            Transfers or Exchanges of Note Certificates: Transfers or exchanges of Note Certificates issued following the occurrence of an exchange event shall be subject to the Transfer Regulations, the restrictions and limitations set out thereon, if any, and to such certifications, if any, as are set forth in the form of transfer attached thereto.

3.6.                            Exchange of Interests in a Rule 144A Global Note for Interests in a Regulation S Global Note or vice versa:

Each of the Paying, Transfer and Exchange Agents shall, on presentation to it or to its order of a duly completed certificate substantially in the applicable form provided for in Schedule 5 and subject to the restrictions specified therein, inform the Fiscal Agent and the Registrar. The Fiscal Agent and the Registrar shall thereafter procure the exchange of interests in the Rule 144A Global Note for interests of an equal aggregate nominal amount in the Regulation S Global Note, or vice versa, on the later of (i) three London Business Days after the trade date for the disposal of such interests in the Rule 144A Global Note or the Regulation S Global Note resulting in such exchange, or vice versa, as applicable and (ii) two London Business Days after receipt by the Registrar of such completed certificate. The Registrar shall ensure that the Register maintained by it is amended accordingly to reflect such transfer.

4.                                      PAYMENT

4.1.                            Payment to Fiscal Agent: The Issuer will, by 11 a.m. (Madrid time) on the Business Day before each date on which any payment in respect of the Notes becomes due, transfer to the Fiscal Agent such amount as may be required for the purposes of such payment. The Issuer will confirm to the Fiscal Agent and the Commissioner by 3.00 p.m. (local time in the city of the Fiscal Agent’s specified office) on the second Business Day in the city of the Fiscal Agent’s specified office before the due date for any such payment that irrevocable instructions have been issued by it to make such payment. In this Clause 4, the date on which a payment in respect of the Notes becomes due means the first date on which the holder of a Note could claim the relevant payment by transfer to an account under the Conditions.

4.2.                            Notification of non-payment: The Fiscal Agent will as soon as reasonably practicable notify by authenticated Swift message, writing or facsimile each of the other Paying, Transfer and Exchange Agents, the Commissioner and the Issuer if it has not by the due date for any payment due in respect of the Notes received the full amount so payable on such date by the time specified for its receipt in Clause 4.1.

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4.3.                            Payment by Paying, Transfer and Exchange Agents: Unless they receive a notification from the Fiscal Agent under Clause 4.2 the Paying, Transfer and Exchange Agents will, subject to and in accordance with the Conditions and the procedures described in Schedule 7, pay or cause to be paid on behalf of the Issuer on and after each due date therefor the amounts due in respect of the Notes and will be entitled to claim any amounts so paid from the Fiscal Agent. If payment provided for in Clause 4.1 is made late but otherwise in accordance with this Agreement, the Paying, Transfer and Exchange Agents will nevertheless make such payment in respect of the Notes. However, unless and until the full amount of any such payment has been made to the Fiscal Agent none of the Paying, Transfer and Exchange Agents will be bound to make such payments.

4.4.                            Reimbursements of Paying, Transfer and Exchange Agents: The Fiscal Agent will on demand promptly reimburse each Paying, Transfer and Exchange Agent for payments in respect of the Notes properly made by it in accordance with the Conditions and this Agreement.

4.5.                            Late Payment: If the Fiscal Agent has not by the due date for any payment in respect of the Notes received the full amount payable on such date but receives it later, it will as soon as reasonably practicable give notice to each of the other Paying, Transfer and Exchange Agents and the Commissioner that it has received such full amount.

4.6.                            Method of payment to Fiscal Agent: All sums payable to the Fiscal Agent hereunder will be paid in U.S. dollars and in immediately available or same day funds to such account as the Fiscal Agent may from time to time notify to the Issuer. For the avoidance of doubt, nothing contained herein shall require the Fiscal Agent to make payment unless and until the Fiscal Agent has received immediately available funds sufficient to make such payments.

4.7.                            Moneys held by Fiscal Agent: The Fiscal Agent may deal with moneys paid to it under this Agreement in the same manner as other moneys paid to it as a banker by its customers except that (1) it may not exercise any lien, right of set-off or similar claim in respect of them and (2) it shall not be liable to anyone for interest on any sums held by it under this Agreement. No money held by any Agent need be segregated except as required by law.  Any funds held by the Agent are not subject to the FCA Client money rules.

4.8.                            Partial Payments: If on presentation of a Note only part of the amount payable in respect of it is paid (except as a result of a deduction of tax permitted by the Conditions), the Paying, Transfer and Exchange Agent to whom the Note is presented shall procure that the Register is enfaced with a memorandum of the amount paid and the date of payment.

5.                                      EXCHANGE OF THE NOTES

5.1.                            Exchange Notices: As soon as reasonably practicable following receipt of a request from time to time, the Issuer will provide the Paying, Transfer and Exchange Agents, the Registrar, the Commissioner and the holders of the Notes with copies of the form of Exchange Notice for the time being current.

5.2.                            Exercise of Exchange Rights in respect of Notes: Subject as provided herein and in the Conditions and any Cash Alternative Settlement pursuant to Condition 6(c), Noteholders may exercise Exchange Rights in respect of an Authorised Denomination only by delivering such Note for exchange to the specified office of any Paying, Transfer and Exchange Agent

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during its usual business hours, together with a duly completed and signed Exchange Notice (the form of which shall be furnished upon request to any Noteholder by any Paying, Transfer and Exchange Agent) and the relevant Paying, Transfer and Exchange Agent shall:

5.2.1                     accept delivery on behalf of the Issuer of such Notes and such duly completed and signed Exchange Notice; and

5.2.2                     require, as a further condition precedent to an exercise of Exchange Rights by or on behalf of a Noteholder (i) compliance by the Noteholder with any applicable fiscal or other laws or regulations as provided in the Conditions, and (ii) that such Noteholder pays to the extent required by Condition 6(b), all taxes and capital, stamp, issue, registration, documentary, transfer or other duties (including penalties) arising on exchange and/or on the transfer, delivery or other disposition of Exchange Property arising on exercise of Exchange Rights.

5.3.                            The Agents acknowledge that pursuant to the Calculation Agency Agreement, the Calculation Agent shall determine any relevant pro rata share of the Exchange Property in respect of any Exercise of Exchange Rights in respect of the Notes, as required to be made by it under the Conditions. The Calculation Agent has agreed in the Calculation Agency Agreement to notify the Issuer and the Principal Paying, Transfer and Conversion Agent of the results of any such determination.

5.4.                            Delivery of Relevant Securities: Subject as provided herein and in the Conditions, the Relevant Securities (including any Abengoa Yield Shares) to be delivered on exchange of any Notes, shall be credited by the Issuer to the account specified by the relevant Noteholders in the relevant Exchange Notice (which must be the account of a direct participant of DTC).

5.5.                            Exercise of Global Notes Exchange Rights: Exchange Rights attaching to Notes represented by the Global Notes shall be exercised in the manner set out in Clause 5.2, provided that (i) references to “Noteholders” shall be construed as references to holders of beneficial interests in the Global Notes, (ii) the Global Notes shall be annotated to take account of such exchange and returned to the holder thereof, (iii) the holding of a beneficial interest in the Global Notes by an accountholder of Euroclear or Clearstream, Luxembourg or DTC (as applicable) or any clearing system in which the Global Notes are held at such time in respect of which Exchange Rights are exercised will be confirmed by the Fiscal Agent with the relevant clearing system and any payments or delivery of the relevant pro rata share of the Exchange Property shall be made in accordance with the standard procedures of the relevant clearing system.

5.6.                            Endorsement of Exchange Notice: Upon the conditions referred to in Clause 5.2 or, as the case may be, Clause 5.5 being fulfilled, the relevant Exchange Notice shall be endorsed, and held subject to Clause 5.7, by the relevant Paying, Transfer and Exchange Agent or the Registrar, as the case may be.

5.7.                            Notification by Agents: Immediately upon the conditions being fulfilled in accordance with Clause 5.2, or, as the case may be, Clause 5.5, the Fiscal Agent shall dispatch as soon as practicable and in any event within two days after satisfaction by the Noteholder of all conditions precedent to exchange to the Issuer and the Calculation Agent, the Exchange Notice duly endorsed pursuant to Clause 5.6.

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For the purposes of delivering the Exchange Notice to the Calculation Agent pursuant to this Clause 5.7, the notice details of the Calculation Agent are as follows:

Email:                                                            calculation.agent@conv-ex.com

Attention:                                         Calculation Agency Team

The Calculation Agent will have the right under the Contracts (Rights of Third Parties) Act 1999, as amended from time to time, which will apply to this Clause 5.7, to enforce its rights against the Fiscal Agent under this Clause 5.7.

5.8.                            Notification of Adjustment to Exchange Property: The Agents acknowledge that pursuant to the Calculation Agency Agreement, the Calculation Agent shall make such determinations, calculations or adjustments as may be required to be made by it under the Conditions. The Calculation Agent (pursuant to the Calculation Agency Agreement), failing which the Issuer, will notify the Issuer, the Principal Paying, Transfer and Conversion Agent and the Registrar of the results of such determinations, calculations or adjustments.

5.9.                            Undertakings with respect to Exchange: The Issuer and the Agents respectively undertake to comply with the Conditions with respect to exchange of the Notes for a pro rata share of the Exchange Property in accordance with the provisions hereof and the Conditions.

5.10.                     Identification Codes: Each Exchange Notice and each facsimile transmission sent in respect of an Exchange Notice pursuant to the foregoing provisions of this Clause 5 by any Paying, Transfer and Exchange Agent shall indicate the identification code designated below for that Paying, Transfer and Exchange Agent followed by the words “Abengoa, S.A. 5.125 per cent. Exchangeable Notes due 2017”, and shall bear the lowest number previously unused by that Paying, Transfer and Exchange Agent in the sequence of whole numerals starting from one and continuing in uninterrupted sequence upwards, for identification. All confirmatory or subsequent communications (regardless of the identity of the sender or the recipient thereof) with regard to such Exchange Notice shall bear the same identifying serial number as well as the identification code of the relevant Paying, Transfer and Exchange Agent.

The identification code of the Paying, Transfer and Exchange Agents shall be as follows:

ABENGOA/CITILON00
U.S.$279,000,000 5.125 per cent. Exchangeable Notes due 2017

5.11.                     Neither the Fiscal Agent nor any other Agent shall have any obligation to determine what, if any, tax, capital, stamp, issue or registration duties or other expenses arise on exchange or upon the disposal or deemed disposal of a Note in connection with such exchange or by whom or to whom any such sums should be paid.

6.                                      REPAYMENT

If claims in respect of any principal or interest become void under the Conditions, the Fiscal Agent shall as soon as reasonably practicable repay to the Issuer the amount which would have been due if presentations for payment had been made before such claims became void.

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The Fiscal Agent shall not however be otherwise required or entitled to repay any sums received by it under this Agreement.

7.                                      EARLY REDEMPTION

7.1.                            Notice of Redemption: If the Issuer intends to redeem all or any of the Notes under Condition 10(b) before their stated maturity date it shall, at least 7 days before the latest date for the publication of the notice of redemption required to be given to Noteholders, give notice of its intention to the Fiscal Agent and the Commissioner stating the date on which such Notes are to be redeemed.

7.2.                            Put Exercise Notices: Each Paying, Transfer and Exchange Agent will keep a stock of notices in forms similar to that set out in Schedule 6 Part B (each, a “Put Exercise Notice”) and will make them available on demand to the Commissioner and Noteholders. At the end of any period for exercising any option in Condition 10(c), each Paying, Transfer and Exchange Agent shall promptly notify the Fiscal Agent of the principal amount of Notes in respect of which Put Exercise Notices in respect of the relevant Put Event have been deposited with it and will forward such Put Exercise Notices to the Fiscal Agent. The Fiscal Agent shall promptly send by facsimile transmission a copy of such Put Exercise Notice to the Issuer and notify such details and details of the principal amount of Notes in respect of which an option in respect of the relevant Put Event in Condition 10(c) has been exercised to the Issuer.

7.3.                            Exercise of Global Notes Put Exercise Notices: The exercise of put rights in accordance with Condition 10(c) attaching to Notes represented by the Global Notes shall be exercised in the manner set out in the Conditions, provided that (i) references to “Noteholders” shall be construed as references to holders of beneficial interests in the Global Notes; (ii) the Global Notes shall be annotated to take account of such exercise of put rights and returned to the holder thereof, (iii) the holding of a beneficial interest in the Global Notes by an accountholder of Euroclear or Clearstream, Luxembourg or DTC (as applicable) or any clearing system in which the Global Notes are held at such time in respect of which put rights are exercised will be confirmed by the Fiscal Agent with the relevant clearing system and any payments shall be made in accordance with the standard procedures of the relevant clearing system.

8.                                      SHARE REDEMPTION OPTION

8.1.                            Notice of exercise of the Share Redemption Option: If the Issuer intends to exercise the Share Redemption Option pursuant to Condition 10(g) it shall give notice of its intention to the Principal Paying, Transfer and Exchange Agent and to the Noteholders in accordance with Condition 16.

8.2.                            Share Redemption Notice: The form of Share Redemption Option Notice for the time being current is in the form attached as Schedule 8.

8.3.                            Undertakings with respect to Share Redemption Option: The Issuer and the Agents respectively undertake to comply with the Conditions with respect to any exercise of the Share Redemption Option in accordance with the provisions hereof and the Conditions. For so long as the Notes are represented by the Global Notes, any payments or delivery of the relevant pro rata share of the Exchange Property in satisfaction of the Share Redemption

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Option shall be made in accordance with the standard procedures of the relevant clearing system.

9.                                      CANCELLATION, DESTRUCTION AND RECORDS

9.1.                            Cancellation by Paying, Transfer and Exchange Agents: All Notes which are presented or surrendered for exchange or redemption shall be cancelled by the removal of the relevant holder’s name from the Register by the Registrar. The Agent receiving such Notes shall, if not the Fiscal Agent, send the details required by the Fiscal Agent for the purposes of notification pursuant to Clause 9.3 and its records pursuant to Clause 9.5 and, where appropriate, the cancelled Notes to or to the order of the Fiscal Agent.

9.2.                            Cancellation by Issuer: If the Issuer or any of its Subsidiaries purchases any Notes which in accordance with the Conditions are to be cancelled after such purchase, the Issuer shall forthwith cancel them or procure their cancellation and send them (if in definitive form) to the Fiscal Agent. All Notes which are redeemed or in respect of which Exchange Rights are exercised shall be cancelled, and (in such case) the Issuer shall forthwith send them (if in definitive form) to the Fiscal Agent.

9.3.                            Certification of Payment Details: The Fiscal Agent shall on request send to the Issuer a certificate stating (1) the aggregate principal amount of Notes which have been redeemed, exchanged or cancelled, and (2) the certificate numbers of such Notes.

9.4.                            Destruction: Unless otherwise instructed by the Issuer, the Fiscal Agent shall destroy the cancelled Notes in its possession and send the Issuer a certificate giving the certificate numbers of such Notes in numerical sequence.

9.5.                            Records: The Fiscal Agent shall keep a record of the purchase, redemption, exchange, replacement, cancellation and destruction of all Notes and the exchange of Notes into the relevant pro rata share of the Exchange Property. It shall make such record available at all reasonable times to the Issuer.

10.                               DUTIES OF THE AGENTS IN RESPECT OF TRANSFER OF NOTES

If and to the extent specified by the Conditions and in accordance therewith and the terms of this Agreement or if otherwise requested by the Issuer each Agent will:

10.1.                     receive requests for the transfer of Notes, inform the Registrar of the aggregate principal amount of Notes to be transferred, the name(s) and address(es) to be entered on to the Register and the place and manner of delivery of the new Note Certificate (if any), forward the deposited Note Certificates to the Registrar (if appropriate), and assist in the issue of a new Note Certificate in accordance with the Transfer Regulations;

10.2.                     keep the Registrar informed of all transfers; and

10.3.                     carry out such other acts as may be necessary to give effect to the Conditions and the other provisions of this Agreement.

11.                               REPLACEMENT NOTES

11.1.                     Stocks of Notes: Following the exchange of a Global Note for Note Certificates, the Issuer shall cause a sufficient quantity of additional forms of the relevant Note Certificates to be

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made available, upon request, to the Registrar or the Fiscal Agent (each in such capacity, the “Replacement Agent”) for the purpose of issuing replacement Notes.

11.2.                     Replacement: The Replacement Agent shall issue replacement Note Certificates in accordance with the Conditions.

11.3.                     Conditions to Replacement: The Replacement Agent shall verify, in the case of an allegedly lost, stolen or destroyed Note Certificate in respect of which the certificate number is known or believed to be known, that such Note Certificate has not previously been redeemed, purchased, paid or, as the case may be, exchanged. The Replacement Agent shall not issue a replacement Note Certificate unless and until the applicant therefor has:

10.3.1              paid such fees, expenses and costs as may be incurred by the Issuer or Fiscal Agent in connection with the replacement;

10.3.2              furnished it with such evidence and indemnity as the Issuer may require; and

10.3.3              surrendered to it any mutilated or defaced Note Certificate, if applicable.

11.4.                     Cancellation: The Replacement Agent shall cancel and, unless otherwise instructed by the Issuer, destroy any mutilated or defaced Note Certificate replaced by it and shall send the Issuer, the Registrar and the Fiscal Agent a certificate giving the information specified in Clause 9.4.

11.5.                     Notification: The Replacement Agent shall, on issuing a replacement Note Certificate, forthwith inform the Issuer and the other Paying, Transfer and Exchange Agents of the certificate numbers of the replacement Note Certificate and of the Note Certificate which it replaces.

11.6.                     Presentation of a replaced Note Certificate: if a Note Certificate which has been replaced is presented to an Agent for payment, that Agent shall as soon as reasonably practicable inform the Fiscal Agent, which shall inform the Issuer.

12.                               DUTIES OF THE REGISTRAR

12.1.                     The Register: The Registrar shall maintain the Register which shall be kept at the specified office of the Registrar outside the United Kingdom in accordance with the Conditions and the Transfer Regulations. The Register shall show the amount and certificate numbers of the Notes, and the date of issue and all subsequent transfers, exchanges, replacements, redemptions and changes of ownership in respect thereof, the names and addresses of the holders of the Notes and the amounts of any Direct Rights and the names and addresses of the persons to whom these Direct Rights have been issued. The Registrar shall at all reasonable times during office hours make the Register available to the Issuer and the Fiscal Agent or any person authorised by any of them for inspection and for the taking of copies thereof or extracts therefrom and the Registrar shall deliver to such persons all such lists of holders of Notes, their addresses and holdings as they may request.

12.2.                     Transfers: The Registrar will receive requests for the transfer or, pursuant to Clause 5, exchange of Notes and will also receive Notes deposited with the other Agents for transfer and effect the necessary entries in accordance with the Transfer Regulations.

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12.3.                     Payment: The Registrar will record payments of interest and principal in respect of the Notes in the Register.

12.4.                     Miscellaneous: The Registrar will carry out such other acts as may be necessary to give effect to the Conditions and the other provisions of this Agreement.

13.                               DOCUMENTS AND FORMS FOR THE REGISTRAR

13.1.                     Supply of Forms: If a Global Note is, pursuant to its provisions, to be exchanged for Note Certificates, the Issuer will deliver to the Registrar for the performance of its duties hereunder:

12.1.1              a supply of forms of duly executed Note Certificates sufficient to meet the Registrar’s anticipated requirements for Note Certificates in reasonably sufficient time for the issue of the Note Certificates; and

12.1.2              from time to time, so long as any Note is outstanding, sufficient additional forms of duly executed Note Certificates as may be required for the performance of the Registrar’s duties.

13.2.                     Safekeeping of Notes: The Registrar shall maintain in safe custody all Notes and forms of Note delivered to and held by it and shall ensure that Notes are issued only in accordance with the Conditions (including the provisions of the relevant Global Note) and the provisions of this Agreement.

13.3.                     Information: Within seven days of any request therefor by the Issuer or the Fiscal Agent, so long as any of the Notes is outstanding, the Registrar shall certify to the Issuer and the Fiscal Agent the number of Notes held by it hereunder.

14.                               INFORMATION AND REGULATIONS CONCERNING THE NOTES

14.1.                     Provision of Information: The Agents will give to the other Agents, the Registrar and, at the direction of the Issuer, the Commissioner such further information with regard to their activities hereunder as may reasonably be required by them for the proper carrying out of their respective duties.

14.2.                     Regulations: The Issuer may, subject to the Conditions, from time to time promulgate regulations concerning the carrying out of transfers and registration of Notes and the forms and evidence to be provided (the “Transfer Regulations”). The initial Transfer Regulations are set out in Schedule 5. The Agents agree to comply with the Transfer Regulations as the same may be amended from time to time by agreement among the Issuer, the Fiscal Agent and the Registrar.

15.                               NOTICES

15.1.                     Publication: At the request and expense of the Issuer, the Fiscal Agent shall arrange for the publication of all notices to Noteholders.

15.2.                     Notice of Default: The Fiscal Agent shall promptly notify the Issuer of any notice received by it from the Commissioner or a Noteholder (as the case may be) under Condition 13.

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16.                               DOCUMENTS AND FORMS

The Issuer shall send to the Paying, Transfer and Exchange Agents:

16.1.                     sufficient copies of all documents required by the Notes, the Offering Circular relating to the Notes or any stock exchange on which the Notes are listed from time to time to be available for issue or inspection (and the Paying, Transfer and Exchange Agents shall make them so available to Noteholders); and

16.2.                     as required, Put Exercise Notices and forms of proxy, together with instructions as to how to complete, deal with and record the issue of such forms (and the Paying, Transfer and Exchange Agents shall make such documents available to Noteholders during business hours and perform the other functions required of them under Schedule 4 and shall cooperate with the Issuer, the Commissioner and, if applicable, Euroclear, Clearstream, Luxembourg and/or DTC, and any stock exchange on which the Notes are for the time being listed, in relation to the convening and holding of meetings of the Syndicate of Noteholders, in accordance with the Syndicate Regulations).

17.                               INDEMNITY

17.1.                     By Issuer: Subject to Clause 17.3, the Issuer will indemnify (on an after-tax basis) each Agent and the Commissioner against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses properly paid or incurred in disputing or defending any of the foregoing), which it may incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from the Agent’s or as the case maybe the Commissioner’s wilful default, negligence or bad faith or that of its officers or employees.

17.2.                     By Agents: Subject to Clause 17.3, each Agent shall indemnify the Issuer against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses properly paid or incurred in disputing or defending any of the foregoing), which the Issuer may incur or which may be made against it as a result of the Agent’s wilful default, negligence or bad faith or that of its officers or employees.

17.3.                     Consequential or Indirect Loss: None of the Agents or the Issuer shall be liable for consequential or indirect loss of any kind whatsoever or for loss of business, goodwill, opportunity or profit.

17.4.                     Survival: The indemnities provided for in this Clause 17 shall survive any termination and expiry of this Agreement.

18.                               GENERAL

18.1.                     Agents Duties: The Agents hereby undertake to the Issuer to perform such obligations and duties, and shall be obliged to perform such duties and only such duties, as are herein, specifically set forth, and no implied duties or obligations shall be read into this Agreement or the Notes against the Agents, other than the duty to act honestly and in good faith and to exercise the diligence of a reasonably prudent agent in comparable circumstances.

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18.2.                     No agency or trust: In acting under this Agreement the Agents shall have no obligation towards or relationship of agency or trust with any Noteholder and act solely as agent of the Issuer and shall only perform the duties set out specifically in this Agreement and the Conditions and any duties necessarily incidental to them. None of the Agents shall be under any obligation to take any action hereunder which may involve it incurring any expense or liability, the payment or indemnification of which within a reasonable time is not assured to it.

18.3.                     Holder to be treated as owner: Except as otherwise required by law, each Agent and the Commissioner will treat the holder of a Note as its absolute owner as provided in the Conditions and will not be liable for doing so.

18.4.                     No lien: No Paying, Transfer and Exchange Agent shall exercise any lien, right of set-off or similar claim against any Noteholder in respect of moneys payable by it under this Agreement.

18.5.                     Taking of advice: Each Agent and the Commissioner may consult, at the expense of the Issuer, on any matter (including but not limited to, any legal matter) any legal or other professional adviser selected by it, who may be an employee of or adviser to the Issuer, and it shall not be liable in respect of anything done, or omitted to be done, relating to that matter in good faith in accordance with that adviser’s opinion.

18.6.                     Reliance on documents etc.: No Agent nor the Commissioner shall be liable in respect of anything done or suffered by it in reliance on a Note, notices, certificates or other document reasonably believed by it to be genuine.

18.7.                     Other relationships: Any Agent and the Commissioner and any other person, whether or not acting for itself, may acquire, hold or dispose of any Note or other security (or any interest therein) of the Issuer or any other person, may enter into or be interested in any contract or transaction with any such person, and may act on, or as depositary, trustee or agent for, any committee or body of holders of securities of any such person, in each case with the same rights as it would have had if that Agent were not an Agent and need not account for any profit.

18.8.                     E.U. withholding: The Issuer and the Agents have agreed that no payment will be made through a Member State of the European Union that would impose withholding on a payment made by an Agent pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

18.9.                     Compliance with certain Spanish Tax Formalities: The Agents and the Issuer have agreed to implement certain procedures that are required under Spanish law and regulations to allow payments on the Notes to be made free and clear of Spanish withholding tax pursuant to and in accordance with the procedures set forth in Schedule 7 hereto and each of the Agents and the Issuer agree to perform the procedures set forth in such Schedule 7.

18.10.              Withholding:

(a)                                 If the Issuer or the Agents are, in respect of any payment in respect of the Notes, required to withhold or deduct any amount for or on account of any taxes, duties, assessments or governmental charges, the Issuer shall give written notice of that fact to the Agents as soon as the Issuer becomes aware of the requirement to make the

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withholding or deduction and shall give to the Agents such information as the Agents shall require to enable it to assess and comply with the requirement. Until such time, the Issuer confirms that all payments made by or on behalf of the Issuer shall be made free and clear of and without withholding or deduction of any such amounts.

(b)                                 Notwithstanding any other provision of this Agreement, each Agent shall be entitled to make a deduction or withholding from any payment which it makes under this Agreement for or on account of any present or future taxes, duties, assessments or government charges if and to the extent so required by applicable law, in which event the Agent shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted. The Agent shall give written notice to the Issuer of any deduction or withholding made pursuant to this Clause and shall provide the Issuer with such information as the Issuer may reasonably request.

(c)                                  For the avoidance of doubt, subject to Clause 18.10(a), the Agent shall not be liable for any amounts which the Issuer is required to withhold or deduct in respect of any tax, duty, assessments or governmental charges.

(d)                                 The Issuer undertakes to the Agents that: (i) it will provide to the Agents all documentation and other information required by the Agents from time to time to comply with any Applicable Law forthwith upon request by the Agents and (ii) it will notify the Agents in writing within 30 days of any change of which the Issuer is aware that affects the Issuer’s tax status for the purposes of FATCA.

(e)                                  In this Clause 18.10, “Applicable Law” means any law or regulation including, but not limited to: (i) any domestic or foreign statute or regulation; (ii) any rule or practice of any competent governmental, prosecuting, tax or regulatory authority (in any jurisdiction, domestic or foreign) (an “Authority”) with which the Agents are bound or accustomed to comply; and (ii) any agreement entered into by the Agents and any Authority or between any two or more Authorities and “FATCA” means Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (including any regulations thereunder or official interpretations thereof), intergovernmental agreements between the United States and other jurisdictions facilitating the implementation thereof, and any law, regulation or other official guidance implementing any such intergovernmental agreement.

18.11.              Confidentiality: Each Agent will treat information about the Issuer or any of the services provided hereunder (“Confidential Information”)as secret and confidential and will not, without the Issuer’s prior written consent or authority, disclose to any third party the Confidential Information except in the following circumstances (in which case the Confidential Information may be disclosed to third parties, including members of such Agent’s corporate group):

(a)                                 where necessary to perform such Agent’s obligations under this Agreement; or

(b)                                 where such Agent is under a legal or regulatory obligation to do so, or where the law permits it in certain limited circumstances to do so, or such Agent has been requested to do so by any legal, regulatory, governmental or fiscal body in any jurisdiction.

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18.12.              Action contrary to law: Notwithstanding anything else herein contained, the Agents may refrain without liability from doing anything that would or might in its opinion be contrary to any law of any state or jurisdiction (including but not limited to Germany, the United States of America or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.

18.13.              Protection against Liability: Each Agent shall be projected against liability for acting on any instruction believed by it (acting in good faith) to be genuine and from the proper party.

18.14.              Conflicting instructions: An Agent is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received from the Issuer, provided that the Agent shall inform the Issuer as soon as practicable of such circumstances and seek clarification from the Issuer in respect of the relevant instructions.

19.                               CHANGES IN AGENTS

19.1.                     Appointment and Termination: Subject to Clause 19.3, the Issuer may at any time without giving any reason appoint additional Paying, Transfer and Exchange Agents and/or terminate the appointment of any Agent by giving to the Fiscal Agent and that Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment of any Notes.

19.2.                     Resignation: Any Agent may resign its appointment at any time by giving the Issuer and the Fiscal Agent at least 60 days’ notice to that effect, which notice shall expire at least 30 days before or after any due date for payment of any Notes or interest. Notwithstanding the above, the Issuer agrees with each Agent that if, by the day falling 10 days before the expiry of any notice referred to above, the Issuer has not appointed a replacement Agent, then the relevant Agent shall be entitled, on behalf of the Issuer, to appoint in its place any reputable independent international financial institution of good standing.

19.3.                     Condition to Resignation and Termination: No resignation or (subject to Clause 19.5) termination of the appointment of the Fiscal Agent shall, however, take effect until a new Fiscal Agent (which shall be a bank or trust company) has been appointed and no resignation or termination of the appointment of a Paying, Transfer and Exchange Agent shall take effect if there would not then be Paying, Transfer and Exchange Agents as required by the Conditions. Immediately following such appointment, the Issuer shall give notice of such appointment to the Fiscal Agent, the Commissioner, the Registrar, the remaining Agents and the Noteholders whereupon the Issuer, the Fiscal Agent, the Commissioner, the Registrar and the remaining Agents and the replacement Agent shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of this Agreement.

19.4.                     Change of Office: If an Agent changes the address of its specified office in a city it shall give the Issuer and the Fiscal Agent at least 60 days’ notice of the change, giving the new address and the date on which the change is to take effect.

19.5.                     Automatic Termination: The appointment of the Fiscal Agent shall forthwith terminate if the Fiscal Agent becomes incapable of acting, is adjudged bankrupt or insolvent, files a voluntary petition in bankruptcy, makes an assignment for the benefit of its creditors,

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consents to the appointment of a receiver, administrator or other similar official of all or a substantial part of its property or admits in writing its inability to pay or meet its debts as they mature or suspends payment thereof, or if a resolution is passed or an order made for the winding-up or dissolution of the Fiscal Agent, a receiver, administrator or other similar official of the Fiscal Agent or all or a substantial part of its property is appointed, a court order is entered approving a petition filed by or against it under applicable bankruptcy or insolvency law, or a public officer takes charge or control of the Fiscal Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation.

19.6.                     Delivery of records: If the Fiscal Agent resigns or its appointment is terminated, it shall on the date on which the resignation or termination takes effect pay to the new Fiscal Agent any amount held by it for payment in respect of the Notes and deliver to the new Fiscal Agent the records kept by it and all Notes held by it pursuant to this Agreement.

19.7.                     Successor Corporations: A corporation into which an Agent is merged or converted or with which it is consolidated or which results from a merger, conversion or consolidation to which it is a party shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without further formality. The Agent concerned shall as soon as reasonably practicable notify such an event to the other parties to this Agreement.

19.8.                     Delivery of Records: If the Fiscal Agent or Registrar resigns or its appointment is terminated, it shall on the date the resignation or termination takes effect pay to the new Registrar any amount held by it for payment of the Notes (in the case of the resignation or termination of the Registrar) and deliver to the new Fiscal Agent or Registrar (as the case may be) the records kept by it and all (if any) Notes held by it in its capacity as an Agent pursuant to this Agreement.

19.9.                     Notices: The Issuer shall give the Commissioner and Noteholders at least 30 days’ notice of any proposed appointment, termination, resignation, change or succession under Clauses 19.1 to 19.5 and Clause 19.7 of which it is aware as soon as practicable.

20.                               COMMISSIONS, FEES AND EXPENSES

20.1.                     Fees: The Issuer will pay to the Fiscal Agent, the Registrar and the Commissioner the commissions, fees and expenses in respect of the Agents’ or Commissioner’s (as the case may be) services as separately agreed with the Fiscal Agent, the Registrar or the Commissioner respectively and the Issuer need not concern itself with their apportionment between the Agents together with any applicable value added tax, which shall be payable in addition on presentation of an appropriate value added tax invoice.

20.2.                     Costs: The Issuer will also pay on demand all out-of-pocket expenses (including legal expenses and all advertising and postage expenses) properly incurred by the Agents and the Commissioner in connection with their services together with any applicable value added tax.

20.3.                     Taxes: All payments by the Issuer under this Clause 20 shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the Kingdom of Spain or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In the event any such withholding or deduction is required to be made, the Issuer shall pay such additional

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amounts as will result in the receipt by the Agent and/or the Commissioner of the amounts which would otherwise have been receivable by them had no such withholding or deduction been required except that no such additional amounts shall be payable by the Issuer where: (i) the Agent or the Commissioner, as the case may be, has not presented the relevant certificate of tax residence or relevant documentation issued by the tax authorities of its country of residence evidencing the Agent or the Commissioner, as the case may be, as resident for tax purposes in a country which has entered into a Tax Treaty with Spain and valid at the time any payment is due or made, (ii) the Agent or the Commissioner, as the case may be, are acting, for the purposes of this Agreement, through a permanent establishment in a Spanish territory or (iii) the Agent or the Commissioner, as the case may be, operate, for the purposes of this Agreement, through a tax haven jurisdiction (as defined in Royal Decree 1080/1991, or 5 July 1991, as amended).

20.4.                     Obligations to survive: Any outstanding obligations of the Issuer to the Agents and the Commissioner and the Registrar under this Clause 20 shall survive the termination of this Agreement and the Conditions and the resignation or removal of any of the Agents or the Registrar or the Commissioner.

21.                               COMMUNICATIONS

21.1.                     Notices: Any communication shall be in the English language and shall be by letter, fax or electronic communication:

in the case of the Issuer, to it at:

Abengoa, S.A.
Paseo de la Castellana, 43
28010 Madrid
Spain

Fax no.: +34 91 752 33 50
Attention: Ignacio Garcia Alvear

in the case of the Fiscal Agent and any of the paying, transfer and exchange agents, to the care of:

Citibank, N.A.
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom

Fax no.: +353 1 622 2210

Attention: Agency and Trust

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in the case of the Registrar, to it at:

Citigroup Global Markets Deutschland AG
Germany Agency and Trust Department
Reuterweg 18
60323 Frankfurt
Germany

Fax no: +49 69 2222 9586
Attention: Agency and Trust

and, in the case of the Commissioner, to it at:

BONDHOLDERS, S.L.
Avenida Francia 17, A, 1,
46023 Valencia
Spain

Fax no.: +34 960 961 879
Email: comisario@bondholders.com
Attention: Comisario Services

or any other address of which written notice has been given to the parties in accordance with this sub-Clause. Such communications will take effect, in the case of a letter, when delivered, in the case of fax, when the relevant delivery receipt is received by the sender or, in the case of an electronic communication, when the relevant receipt of such communication being read is given, or where no read receipt is requested by the sender, at the time of sending, provided that no delivery failure notification is received by the sender within 24 hours of sending such communication; provided that any communication which is received (or deemed to take effect in accordance with the foregoing) outside business hours or on a non-Business Day in the place of receipt shall be deemed to take effect at the opening of business on the next following Business Day in such place. Any communication delivered to any party under this Agreement which is to be sent by fax or electronic communication will be written legal evidence. Any obligation which the Issuer (and the Agents acting on its behalf) may have to publish a notice to Noteholders shall have been satisfied upon delivery of the notice to the relevant clearing system.

21.2.                     Notices through Fiscal Agent: All communications relating to this Agreement between the Issuer and any of the Agents or between the Agents themselves shall be made (except where otherwise expressly provided) through the Fiscal Agent. Notices shall be delivered in English or, where the original notice is in a language other than English, in the original language together with a certified translation of such notice into English.

22.                               ENTIRE AGREEMENT

22.1.                     This Agreement contains the whole agreement between the parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in this Agreement.

22.2.                     In Clause 22.1, “this Agreement” includes Schedule 1 hereto.

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23.                               GOVERNING LAW AND SUBMISSION

23.1.                     Governing Law: This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law except for the provisions of Schedule 4 Part A which are governed by and construed in accordance with Spanish law.

23.2.                     Jurisdiction: The courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement and accordingly any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”) may be brought in such courts. Each of the Issuer and the Agents irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This Clause is for the benefit of the Agents and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

23.3.                     Service of Process: The Issuer irrevocably appoints Inabensa Limited of Avanta Hammersmith, 1 Lyric Square, London W6 0NB as its authorised agent for service of process in England. If for any reason such agent shall cease to be such agent for the service of process, the Issuer shall forthwith appoint a new agent for service of process in England and deliver to the Fiscal Agent a copy of the new agent’s acceptance of that appointment within 30 days. Nothing shall affect the right to serve process in any other manner permitted by law.

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Schedule 1
Terms and Conditions of the Notes

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TERMS AND CONDITIONS OF THE NOTES

The issue of the U.S.$279,000,000 5.125 per cent. Exchangeable Notes due 2017 (the “Notes”) of Abengoa, S.A. (the “Issuer”) was authorised by a resolution of the general shareholders meeting held on 6 April 2014 and of the Board of Directors of the Issuer passed on 9 February 2015 and of the President of the Board of Directors of the Issuer passed on 26 February 2015. The Issuer has entered into a fiscal agency agreement (the “Agency Agreement”) with Citibank, N.A., as registrar and as principal paying, transfer and exchange agent and Bondholders, S.L. as commissioner of the Syndicate of Noteholders. The registrar and the principal paying, transfer and exchange agent and the other paying, transfer and exchange agents for the time being are referred to below, respectively, as the “Registrar”, the “Principal Paying, Transfer and Exchange Agent” and the “Paying, Transfer and Exchange Agents” (which expression shall include the Principal Paying, Transfer and Exchange Agent). The statements in these terms and conditions of the Notes (the “Conditions”) include summaries of, and are subject to, the detailed provisions of the Agency Agreement, which includes the forms of the Notes. The Issuer has also entered into a Calculation Agency Agreement relating to the Notes dated 5 March 2015 (the “Calculation Agency Agreement”) with Conv-Ex Advisors Limited (the “Calculation Agent” which expression shall include any successor as calculation agent appointed by the Issuer, at its expense, from time to time) whereby the Calculation Agent has been appointed to make certain calculations in relation to the Notes. In connection with the offering of the Notes, Abengoa Yield has agreed with the Issuer to enter into a registration rights agreement with the initial purchasers of the Notes, to be dated as 5 March 2015 (the “Registration Rights Agreement”).

Copies of the Agency Agreement, the Calculation Agency Agreement, the Registration Rights Agreement and these terms and conditions (the “Conditions”) are available during normal business hours at the specified office of each of the Paying, Transfer and Exchange Agents and the Registrar. The Noteholders are deemed to have notice of all the provisions of the Agency Agreement, the Calculation Agency Agreement, the Registration Rights Agreement and these Conditions which are applicable to them.

The Issuer, as required by Spanish law, has executed an escritura pública (the “Public Deed”) before a Spanish notary public in relation to the issue of the Notes and has registered the Public Deed with Seville’s Mercantile Registry. The Public Deed contains, among other information, these Conditions.

Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Agency Agreement unless the context otherwise requires or unless otherwise stated.

1                     Form, Denomination, Status and Title

(a)                       Form and Denomination

The Notes are in registered form in the principal amount of U.S.$200,000 each and integral multiples thereof (the “authorised denomination”).

The Notes are represented by two or more global certificates, each of which shall represent either Notes sold in the United States to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act (as defined below) (each such global certificate, a “Rule 144A Global Note”) or Notes sold to persons outside the United States in reliance on Regulation S under the Securities Act (each such global certificate, a “Regulation S Global Note” and, together with the Rule 144A Global Notes, the “Global Notes”).

(b)                       Status

The Notes constitute direct, unconditional, unsubordinated and (subject to Condition 2) unsecured obligations of the Issuer ranking pari passu and rateably, without any preference among themselves, and equally with all other existing and future unsecured and unsubordinated

indebtedness of the Issuer but, in the event of insolvency, save for such obligations that may be preferred by provisions of law that are mandatory and of general application.

(c)                        Title

Title to the Notes passes by transfer and registration as described in Condition 3. The holder (as defined below) of any Note will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, or theft or loss of it or that of the related certificate, as applicable) or anything written on it or the certificate representing it (other than a duly executed transfer thereof) and no person will be liable for so treating the holder.

2                     Negative Pledge

So long as any of the Notes remains outstanding (as defined in the Agency Agreement), the Issuer will not create or permit to subsist, and will ensure that none of its Material Subsidiaries will create or permit to subsist, any mortgage, charge, lien, pledge or other form of encumbrance or security interest (each a “Security Interest”) upon the whole or any part of its present or future property or assets (including any uncalled capital) to secure any Relevant Indebtedness or any guarantee of or indemnity in respect of any Relevant Indebtedness unless in any such case, before or at the same time as the creation of the Security Interest, any and all action necessary shall have been taken to ensure that:

(i)                 all amounts payable by the Issuer under the Notes are secured equally and rateably with the Relevant Indebtedness or guarantee or indemnity, as the case may be; or

(ii)              such other Security Interest or guarantee or other arrangement (whether or not including the giving of a Security Interest) is provided in respect of all amounts payable by the Issuer under the Notes as shall be approved by a resolution of the Syndicate of Noteholders,

provided that any Subsidiary acquired after the Closing Date may have an outstanding Security Interest with respect to Relevant Indebtedness (or any guarantee or indemnity in respect of such Relevant Indebtedness) of such Subsidiary so long as:

(i)                 such Security Interest was outstanding on the date on which such Subsidiary became a subsidiary and was not created in contemplation of such Subsidiary becoming a Subsidiary or such Security Interest was created in substitution for or to replace either such outstanding Security Interest or any such substituted or replacement Security Interest; and

(ii)              the nominal amount of the Relevant Indebtedness (or any guarantee or indemnity in respect of such Relevant Indebtedness) is not increased after the date that such Subsidiary became a Subsidiary.

3                     Registration and Transfer of Notes

(a)                       Registration

The Issuer will cause a register (the “Register”) to be kept at the specified office of the Registrar outside the United Kingdom on which will be entered the names and addresses of the holders of the Notes and the particulars of the Notes held by them and of all transfers, redemptions and exchanges of Notes.

(b)                       Transfer

A holding of Notes may, subject to the terms of the Agency Agreement and to Conditions 3(c) and 3(d), be transferred in an authorised denomination by lodging the relevant certificate (with the form of application for transfer in respect thereof duly executed and duly stamped where applicable) at the specified office of the Registrar or any Paying, Transfer and Exchange Agent.

No transfer of a Note will be valid unless and until entered on the Register. A Note may be registered only in the name of, and transferred only to, a named person (or persons, not exceeding four in number).

The Registrar will within seven business days, in the place of the specified office of the Registrar, of any duly made application for the transfer of a Note, register the relevant transfer and deliver a new certificate to the transferee (and, in the case of a transfer of part only of a holding of Notes, deliver a certificate for the untransferred balance to the transferor) at the specified office of the Registrar or (at the risk and, if mailed at the request of the transferee or, as the case may be, the transferor otherwise than by ordinary mail, at the expense of the transferee or, as the case may be, the transferor) mail the certificate by uninsured mail to such address as the transferee or, as the case may be, the transferor may request.

(c)                        Exchange of Notes Represented by the Rule 144A Global Note for Notes Represented by the Regulation S Global Note

Subject to the terms of the Agency Agreement, the Notes represented by the Rule 144A Global Note may be exchanged for Notes represented by the Regulation S Global Note and vice versa. Such exchanges shall be recorded on the Register and shall be effected by an increase or a reduction in the aggregate amount of Notes represented by the Rule 144A Global Note by the aggregate principal amount of Notes so exchanged and a corresponding reduction or increase in the aggregate amount of Notes represented by the Regulation S Global Note.

(d)                      Closed Periods

Neither the Issuer nor the Registrar will be required to register the transfer of any holding of Notes (or part thereof) (i) during the period of 15 (fifteen) days ending on and including the day immediately prior to the Final Maturity Date or any earlier date fixed for redemption of the Notes pursuant to Condition 10(b); (ii) in respect of which an Exchange Notice has been delivered in accordance with Condition 6(b); (iii) in respect of which the holder has exercised its right to require redemption pursuant to Condition 10(c); or (iv) during the period of 15 (fifteen) days ending on (and including) any Record Date in respect of any payment of interest on the Notes.

4                     Definitions

For the purpose of these Conditions, the following words and phrases shall have the following meanings:

“Abengoa Yield” means Abengoa Yield plc;

“Abengoa Yield Shares” means fully paid ordinary shares, having as at the Closing Date a par value of $0.10 each, in the capital of Abengoa Yield and all other (if any) shares or stock resulting from any subdivision, consolidation or reclassification of those shares which, as between themselves, have no preference in respect of dividends or amounts payable in the event of any voluntary or involuntary liquidation or winding-up of Abengoa Yield;

“Additional Exchange Property” has the meaning set out in Condition 6(b)(ii);

“Authorised Officers” has the meaning provided in the Agency Agreement;

“business day” means, in relation to any place, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments generally in such place;

“Business Day” means a business day in London and New York City;

“Cash Alternative Amount” has the meaning set out in Condition 6(c);

“Cash Alternative Settlement” has the meaning set out in Condition 6(c);

“Cash Settlement Amount” has the meaning set out in Condition 10(g);

a “Change of Control” shall occur if one or more individuals or legal entities, acting individually or in concert, controls or acquires control of the Issuer; and for the purposes of these Conditions “control” shall mean (i) the acquisition or control of more than 50 per cent. of the voting rights or (ii) the right to appoint and/or remove all or the majority of the members of the board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise and “controlled” shall be construed accordingly. For the avoidance of doubt, any agreement or action by Inversión Corporativa, I.C., S.A. (‘IC”) and/or any person or persons acting in concert with IC that does not give rise to a mandatory Takeover Bid under Spanish law shall not be, or be deemed to be, a Change of Control;

“Class A Shares” means fully paid Class A shares in the capital of the Issuer currently with a par value of euro 1.00 each;

“Class B Shares” means fully paid Class B shares in the capital of the Issuer currently with a par value of euro 0.01 each;

“Closing Date” means 5 March 2015;

“Delisting Event” shall occur at any time if (for so long as the Exchange Property comprises Abengoa Yield Shares):

(a)                       the Abengoa Yield Shares are not listed and admitted to trading on the NASDAQ Global Select Market or an EEA Regulated Market; or

(b)                       trading of the Abengoa Yield Shares on the NASDAQ Global Select Market or, if the Abengoa Yield Shares are not listed and admitted to trading on the NASDAQ Global Select Market, but are listed and admitted to trading on an EEA Regulated Market, trading of the Abengoa Yield Shares on such EEA Regulated Market, is suspended for a period of 15 consecutive Trading Days or for more than 20 Trading Days in any period of 30 consecutive Trading Days, provided that trading of the Abengoa Yield Shares on the NASDAQ Global Select Market or, as the case may be, such EEA Regulated Market, is not considered to have been suspended on any Trading Day on which a general suspension of trading on the NASDAQ Global Select Market or, as the case may be, such EEA Regulated Market, has occurred;

“Dividend” means any dividend or distribution to holders of Relevant Securities, whether of cash, assets or other property, and however described and whether payable out of share premium account, profits, retained earnings or any other capital or revenue reserve or account, and including a distribution or payment to shareholders upon or in connection with a reduction of capital (and for these purposes a distribution of assets includes, without limitation, an issue of shares or other securities credited as fully or partly paid up) provided that:

(a)                       where a Dividend in cash is announced which may at the election of a holder or holders of Relevant Securities be, satisfied by the issue or delivery of Relevant Securities or other property or assets, or where an issue of Relevant Securities by way of a capitalisation of profits or reserves is announced which may at the election of a holder or holders of Relevant Securities be, satisfied by the payment of cash, then the Dividend or capitalisation in question shall be treated as a Dividend in cash of an amount equal to (i) the Fair Market Value of such cash amount or (ii) the Fair Market Value of such Relevant Securities or other property or assets, in any such case as at the Effective Date in respect of the relevant Dividend or capitalisation (or, if later, the date on which the number of Relevant Securities (or amount of other property or assets, as the case may be) is determined), the Issuer being entitled to make such election as it may determine in its sole discretion in respect of any such Dividend or capitalisation by giving notice to the Calculation Agent and the Noteholders by not later

than the last day on which a holder of the Relevant Securities would be required or entitled to make the relevant election, and failing such notice, the Dividend or capitalisation shall be treated as a Dividend in cash of whichever is the greater of (i) and (ii);

(b)                       any issue of Relevant Securities falling within Condition 7(b)(i) or 7(b)(iii)(A) shall be disregarded;

(c)                        any offer by a Relevant Company of Relevant Securities or other securities or options, warrants or rights to subscribe or purchase further Relevant Securities (or any of them) or other securities falling within Condition 7(b)(ii) shall be disregarded;

(d)                       a repurchase or redemption of Equity Shares by or on behalf of a Relevant Company shall be disregarded; and

(e)                        where a Dividend is paid to holders of any Equity Shares pursuant to any plan implemented by the Relevant Company for the purpose of enabling holders of the Equity Shares to elect, or which may require such holders, to receive Dividends in respect of such Equity Shares held by them from a person other than, or in addition to, the Relevant Company, such Dividend shall for the purposes of these Conditions be treated as a Dividend paid to holders of the Equity Shares by the Relevant Company, and the foregoing provisions of this definition and the provisions of these Conditions shall be construed accordingly;

and any such determination shall be made by the Calculation Agent on a gross basis and disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit;

“DTC” means Depository Trust Company;

“EBITDA” means:

(i)             in relation to the Issuer for any relevant period, the consolidated net operating profit (loss) (resultado de explotación), after adding back research and development costs and depreciation and amortisation expense of the Issuer and its Subsidiaries; and

(ii)          in relation to any Subsidiary of the Issuer for any relevant period, the consolidated net operating profit (loss) (resultado de explotación), after adding back research and development costs and depreciation and amortisation expense of such Subsidiary (consolidated in the case of a subsidiary that prepares consolidated accounts),

in each case as derived from the relevant accounts or financial statements of the relevant entity in respect of such period;

“EEA Regulated Market” means a market as defined by Article 4.1(14) of Directive 2004/39 EC of the European Parliament and of the Council on Markets in Financial Instruments;

“Effective Date” means the first date on which the Abengoa Yield Shares or, as the case may be, the relevant Equity Share Capital are traded ex- the relevant Dividend or capitalisation on the Relevant Exchange (or, if not listed, quoted or dealt in on any stock exchange or securities market, the date for establishing entitlement in respect of the relevant Dividends or capitalisation);

“Equity Share Capital” means, in relation to any entity, its issued share capital (or equivalent) excluding any part of that capital (or equivalent) which, neither in respect of dividends nor in respect of capital, carries any right to participate beyond a specific amount in a distribution, and “Equity Share” shall be construed accordingly;

“Equivalent Amount” has the meaning set out in Condition 6(b)(iii)(A);

“euro” means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended.

“Exchange Date” has the meaning set out in Condition 6(b)(i);

“Exchange Expenses” has the meaning set out in Condition 6(b)(i);

“Exchange Notice” has the meaning set out in Condition 6(b)(i);

“Exchange Period” has the meaning set out in Condition 6(a)(iv);

“Exchange Property” has the meaning set out in Condition 7(a);

“Exchange Property Event” means, at any time, the Issuer ceasing to own or be entitled to, in each case, directly or indirectly, sufficient Exchange Property to satisfy the Exchange Rights in full;

“Exchange Right” has the meaning set out in Condition 6(a)(i);

“Fair Market Value” means on any date (i) in the case of a Dividend in cash paid or to be paid per Abengoa Yield Share or other Equity Share, the amount of such Dividend in cash per Abengoa Yield Share or other Equity Share (determined by the Calculation Agent on a gross basis and disregarding any withholding or deduction required to be made on account of tax, and disregarding any associated tax credit); (ii) in the case of any other cash amount, the amount of such cash; (iii) in the case of shares, options, warrants or other securities or rights or assets which are publicly traded on a market of adequate liquidity (as determined by the Calculation Agent) the arithmetic mean of the daily Volume Weighted Average Price of such shares, options, warrants or other securities or rights or assets during the period of five Trading Days on the market commencing on such date (or, if later, on the first such Trading Day such shares, options, warrants or other securities or rights or assets are publicly traded) or such shorter period as such shares, options, warrants or other securities or rights or assets are publicly traded, as determined by the Calculation Agent; (iv) in the case of shares, options, warrants or other securities or rights or assets which are not publicly traded on a stock exchange or securities market of adequate liquidity (as aforesaid) an amount determined by an Independent Financial Adviser on the basis of a commonly accepted market valuation method and taking account of such factors as it considers appropriate, including the market price per share, the dividend yield of a share, volatility, prevailing interest rates and the terms of such shares, options, warrants or other securities or rights or assets, in each case translated by the Calculation Agent into the currency in which the Abengoa Yield Shares (where such determination relates to the Abengoa Yield Shares) or such other Equity Shares (where such determination relates to such other Equity Shares) are traded on the Relevant Exchange (if expressed in a currency other than such currency) at the Screen Rate on such date (or, in the case of (ii), at the average of the Screen Rate for each Trading Day in the relevant period);

“Final Maturity Date” means 5 March 2017;

“Free Float” means all issued and outstanding Abengoa Yield Shares, less the aggregate number of Abengoa Yield Shares held or controlled by any person or persons associated with such person or acting in concert with such person and holding more than 5 per cent. of the issued and outstanding Abengoa Yield Shares and less the aggregate number of Abengoa Yield Shares held by or controlled by Abengoa Yield or any Subsidiary of Abengoa Yield, provided that all Abengoa Yield Shares held by any pension fund, social security fund, mutual fund, collective investment scheme or investment trust or similar entity shall be treated as part of the Free Float;

“Free Float Event” shall occur if for any period of at least 30 consecutive Trading Days the number of Abengoa Yield Shares comprising the Free Float is equal to or less than 30 per cent. of the total number of issued and outstanding Abengoa Yield Shares;

“IFRS-IASB” means the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB);

“Independent Financial Adviser” means an independent financial institution of international repute or financial adviser with appropriate expertise, which may be the Calculation Agent, appointed as soon

as practicable and, in any event, in time to enable the proper (without limitation) operation of the relevant provisions of these Conditions by and at the expense of the Issuer;

“Interest Payment Date” has the meaning set out in Condition 5(a);

“Interest Period” has the meaning set out in Condition 5(a);

“Make-whole Amount” means, with respect to any Note, on any date, an amount per Note calculated by the Calculation Agent and equal to the net present value of the aggregate of all future scheduled payments of interest on such Note from such date to the Final Maturity Date, computed using a discount rate equal to the Treasury Rate at such date plus a margin of 150 basis points;

“Material Subsidiary” means, at any relevant time, a Subsidiary of the Issuer (not being a Non-Recourse Subsidiary):

(a)                       whose total assets or EBITDA (or, where the Subsidiary in question prepares consolidated accounts, whose total consolidated assets or EBITDA) at any relevant time represent no less than 5 per cent. of the total consolidated assets or EBITDA, respectively, of the Issuer and its Subsidiaries, as calculated by reference to the then latest consolidated audited accounts or consolidated six-monthly reports of the Issuer and the latest accounts or six-monthly reports of each relevant Subsidiary (consolidated or, as the case may be, unconsolidated) prepared in accordance with IFRS-IASB, provided that (i) if the then latest consolidated audited accounts or consolidated six-monthly reports of the Issuer show EBITDA as a negative number for the relevant financial period then there shall be substituted for the words “EBITDA” the words “net turnover” or its equivalent for the purposes of this definition and (ii) in the case of a Subsidiary acquired after the end of the financial period to which the then latest consolidated audited accounts or consolidated six-monthly reports of the Issuer relate, then for the purpose of applying each of the foregoing tests, the reference to the Issuer’s latest consolidated audited accounts or consolidated six-monthly reports shall be deemed to be a reference to such accounts or reports as if such Subsidiary had been shown therein by reference to its then latest relevant financial statements, adjusted as deemed appropriate by the auditors of the Issuer for the time being after consultation with the Issuer; or

(b)                       to which is transferred all or substantially all of the assets and undertaking of a Subsidiary which, immediately prior to such transfer, is a Material Subsidiary;

“Non-Recourse Financing” means any indebtedness which is, or is expected to be, recorded as “non-recourse financing” in the Issuer’s annual consolidated financial statements prepared in accordance with IFRS- IASB;

“Non-Recourse Subsidiary” means any present or future Subsidiary of the Issuer, the principal business of which involves the ownership, acquisition, construction, creation, development, maintenance and/or operation of an asset (whether or not an asset of the Issuer or any of its Subsidiaries), or any associated rehabilitation works which have been or are intended to be primarily financed with Non-Recourse Financing;

“Noteholder” and “holder” mean the person in whose name a Note is registered in the Register (as defined in Condition 3(a));

“Noteholder Share Redemption Notice” has the meaning set out in Condition 10(g);

“Offer” has the meaning set out in Condition 8(g);

“Offer Consideration” has the meaning set out in Condition 8(b);

“Offer Consideration Date” has the meaning set out in Condition 8(g);

“Optional Redemption Date” has the meaning set out in Condition 10(b);

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organisation or government or any agency or political subdivision thereof;

“Predominant Exchange Security” means, if at any time there is more than one type or series of Relevant Securities in the Exchange Property, such type or series of Relevant Securities which in the determination of an Independent Financial Adviser represents the largest proportion or weighting by value in the Exchange Property at such time;

“pro rata share” means, for each Note at any time, a fraction of the Exchange Property the numerator of which shall be the principal amount of such Note and the denominator of which shall be the aggregate principal amount of all the Notes (including the Note to which the pro rata share relates) which are outstanding at such time (excluding for this purpose the principal amount of any Notes in respect of which Exchange Rights have been exercised by a Noteholder but the Exchange Property or the relevant Cash Alternative Amount, as the case may be, has not yet been delivered or paid and excluding from the Exchange Property the relevant fraction of the Exchange Property in relation to such Notes);

“Put Date” has the meaning set out in Condition 10(c);

“Put Event” means the occurrence of any of the following:

(a)                       a Change of Control occurs in respect of the Issuer;

(b)                       a Free Float Event;

(c)                        a Delisting Event; or

(d)                       an Exchange Property Event;

“Put Exercise Notice” has the meaning set out in Condition 10(c);

“Put Event Notice” has the meaning set out in Condition 10(c);

“Put Event Period” means, in respect of a Put Event, the period commencing on the occurrence of such Put Event and ending 60 days following the Put Event or, if later, 60 days following the date on which a Put Event Notice is given to Noteholders as required by Condition 10(c);

“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act;

“Realisation Proceeds” means the proceeds of sale (after the deduction of costs and expenses of such sale) of the relevant Exchange Property (in the case of Condition 6(b)(ii)), the Relevant Exchange Property (in the case of Condition 10(g)) or the relevant dividends or other income or distributions or rights (in the case of Condition 6(b)(iii)(B)) carried out by an independent broker or investment bank selected by the Issuer, on an arm’s length basis (converted, if necessary by the Calculation Agent into U.S. dollars at the Screen Rate on the date of receipt of such proceeds);

“Record Date” has the meaning set out in Condition 11(c);

“Register” has the meaning set out in Condition 3(a);

“Registered Securities” has the meaning set out in Condition 6(b)(ii);

“Registration Date” means in respect of any Registered Securities comprised in the Exchange Property to be delivered to a Noteholder upon exercise of Exchange Rights or pursuant to the exercise of the Share Redemption Option, the date on which the relevant Noteholder is registered as the holder of such Registered Securities;

“Regulation S” means Regulation S under the Securities Act;

“Relevant Company” means Abengoa Yield, and any corporation or company derived from or resulting or surviving from the merger, consolidation, amalgamation, reconstruction or acquisition of

Abengoa Yield with, into or by such other corporation or company, and any other entity, all or part of the share capital of which is, or all or some of the securities of which are, at the relevant time included in the Exchange Property;

“Relevant Date” means, in respect of any Note, whichever is the later of:

(a)                       the date on which payment in respect of it first becomes due; and

(b)                       if any payment is improperly withheld or refused the date on which payment in full of the amount outstanding is made or (if earlier) the date on which notice is duly given by or on behalf of the Issuer to the Noteholders in accordance with Condition 16 that, upon further presentation of the relevant Note, where required pursuant to these Conditions, being made, such payment will be made, provided that such payment is in fact made as provided in these Conditions;

“Relevant Event” has the meaning set out in Condition 7(b)(iii);

“Relevant Exchange” means:

(i)                           in the case of the Abengoa Yield Shares, NASDAQ Global Select Market or, if the Abengoa Yield Shares are no longer admitted to trading on the NASDAQ Global Select Market, the principal stock exchange or securities market on which the Abengoa Yield Shares are then listed, admitted to trading or quoted or dealt in; or

(ii)                        in the case of any other Equity Shares or Relevant Securities, the principal stock exchange or securities market on which such Equity Shares or Relevant Securities are then listed, admitted to trading or quoted or dealt in;

“Relevant Exchange Property” has the meaning set out in Condition 10(g);

“Relevant Indebtedness” means any present or future indebtedness (whether being principal, interest or other amounts) in the form of or evidenced by notes, bonds, debentures or other similar debt instruments, whether issued for cash or in whole or in part for a consideration other than cash, and which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in or traded on any recognised stock exchange, over-the-counter or other securities market, but shall not include any Non-Recourse Financing;

“Relevant Note” has the meaning set out in Condition 5(c);

“Relevant Percentage” has the meaning set out in Condition 10(g);

“Relevant Securities” means any securities which at the relevant time are included in the Exchange Property;

“Rights Issue” has the meaning set out in Condition 7(b)(ii);

“Screen Rate” means, on any day, and, in respect of the conversion of one currency into another currency, the rate of exchange between such currencies appearing on or derived from the relevant Bloomberg page as at 12 noon (Madrid time) on that day, or, if that page is not available or that rate of exchange does not appear on that page at that time on that day, the rate of exchange between such currencies appearing on or derived from the relevant Bloomberg page as at 12 noon (Madrid time) on the immediately preceding day on which such rate can be so determined, all as determined by the Calculation Agent, or, if such rate cannot be so determined by reference to the relevant page, the rate determined in such other manner an Independent Adviser shall reasonably determine;

“securities” means shares or other securities (including without limitation any options, warrants, convertible bonds, evidence of indebtedness or rights to subscribe or purchase shares or other securities);

“Securities Act” means the U.S. Securities Act of 1933, as amended;

“Settlement Date” means (i) in the case of the exercise of Exchange Rights (other than where Cash Alternative Settlement applies) the date falling seven Trading Days after the relevant Exchange Date and (ii) in the case of a delivery of Exchange Property upon redemption following exercise of the Share Redemption Option, the relevant due date for redemption of the relevant Notes;