Inversión Corporativa IC and Finarpisa, shareholders of Abengoa, signed an agreement of October 10, 2011, in the terms and conditions provided in the Investment Agreement between Abengoa and First Reserve Corporation fully enforceable from November 7, 2011, which regulates the exercise of his respective rights to vote in Abengoa's general meetings in relation with the proposal, appointment, ratification, reelection or substitution of a director in representation of First Reserve Corporation.

Inversión Corporativa I.C., S.A. and Finarpisa, S.A. jointly and severally undertake, subject to the terms and conditions stated in the Investment Agreement, as applicable, to:

(i) through their respective domanial directors ("consejeros dominicales") at the Board of Directors of Abengoa to vote in favor of (x) the appointment to such Board of the Investor's nominee for the Designated Investor Director pursuant to the cooptación procedure provided under the Spanish Capital Companies Act, and (y) the proposal to recommend to Abengoa's stockholders the election of any replacement Designated Investor Director to the Board of Directors at Abengoa's next annual general meeting of shareholders;

(ii) to vote, at the corresponding annual general meeting of shareholders of Abengoa, in favor of the appointment of the Investor's nominee for the Designated Investor Director to be appointed to the Board of Directors; and

(iii) so long as the Investor or any of its Permitted Transferees owns any Class b Shares or any other security convertible into, or exchangeable for, Class B Shares issued pursuant to this Agreement or any other Transaction Document, not to propose, or request to the Board of Directors to recommend, to the shareholders any amendment to the Company's Organizational Documents that would adversely modify the equal rights of Class B Shares and Class A Shares in relation to dividends or other distributions as currently set forth in the Organizational Documents.