Attachment: 20-F

Exhibit 2.1
Description of Securities

The following description of our share capital is a summary of the material terms of our articles of association (the “Articles”) and applicable provisions of law. We have summarized certain portions of the Articles below. The Articles have been filed as exhibits to our Annual Report filed on Form 20-F. You should read the Articles for the provisions that are important to you.

Share Capital

Our current issued share capital is $11,245,143.8 divided into 112,451,438  ordinary shares, completely subscribed and disbursed and having a nominal value of $0.10 per share, all in the same class and series.

On June 18, 2014, Atlantica closed its initial public offering issuing 24,850,000 ordinary shares. The shares were sold at a price of $29 per share and as a result the Company raised $720,650,000 of gross proceeds. The Company recorded $2,485,000 as Share Capital and $682,810,000 as Additional Paid in Capital, included in Atlantica reserves as of December 31, 2016, corresponding to the total net proceeds of the offering. The underwriters further purchased 3,727,500 additional shares from the selling shareholder, a subsidiary wholly owned by Abengoa, at the public offering price less fees and commissions to cover over-allotments driving the total proceeds of the offering to $828,748,000. Atlantica’s shares began trading on the NASDAQ Global Select Market under the symbol “ABY” on June 13, 2014. The symbol changed to “AY” on November 11, 2017. On January 22, 2015, Abengoa closed an underwritten public offering and sale in the United States of 10,580,000 of ordinary shares of the Company for total proceeds of $327,980,000 (or $31 per share). As a result of such offering, Abengoa reduced its stake in the Company from 64.3% to 51.1% of its shares. On May 14, 2015 Atlantica issued 20,217,260 new shares at $33.14 per share, which was based on a 3% discount versus the May 7, 2015 closing price. Abengoa subscribed for 51% of the newly-issued shares and maintained its previous stake in Atlantica. The proceeds were primarily used by Atlantica to finance asset acquisitions in May and June 2015. On July 14, 2015, Abengoa sold 2,000,000 shares of Atlantica under Rule 144, reducing its stake to 49.1%. On March 5, 2015, Abengoa sold an aggregate of $279 million of principal amount of exchangeable notes due 2017, or the 2017 Exchangeable Notes. The 2017 Exchangeable Notes were exchangeable, at the option of their holders, for ordinary shares of Atlantica. As of September 23, 2016, according to publicly available information, Abengoa had delivered an aggregate of 7,595,639 shares of the Company to holders that exercised their option to exchange Exchangeable Notes. As a result, Abengoa held 41.47% of our ordinary shares as of that date. On November 1, 2017, Algonquin entered into an agreement to purchase 25,054,315 shares from Abengoa, which closed on March 9, 2018. On April 17, 2018, Algonquin acquired the remaining 16.47% equity interest in the Company. On May 17, 2019, we issued 1,384,402 new shares, which were fully subscribed and paid up by Algonquin. On December 11, 2020, Atlantica issued 5,069,200 ordinary shares in an underwritten public offering at a price of $33 per new share. On January 7, 2021, Algonquin subscribed 4,020,860 ordinary shares of Atlantica pursuant to a private placement at a price of $33 per new share. Under our Long Term Incentive Plan, under which we grant awards as restricted stock units subject to certain vesting conditions, we issued 141,482 new shares in 2021 and 5,155 new shares in 2022, as of the date of our most recent Annual Report on Form 20-F. During the third and fourth quarters of 2021, we issued 1,613,079 million shares under the “at-the-market program” established with J.P. Morgan Securities LLC, as sales agent, at an average market price of $38.43 per share pursuant to our Distribution Agreement.

Shares Not Representing Capital

None.

Shares Held by the Company

We are not permitted under English law to hold our own shares unless they are repurchased by us and held in treasury.

History of Share Capital

The following table presents the history of our share capital as of the end of each of our last three fiscal years:

   
December 31,
  

 
2021
    
2020
    
2019
  
Shares
    
112,402,973
      
106,670,862
      
101,601,662
  

Memorandum and Articles of Association

Objects and Purposes

We were incorporated in England and Wales as a private limited company on December 17, 2013 registered number 08818211 The Companies Act abolishes the need for an objects clause and, as such, our objects are unrestricted.

Disclosure of Personal Interests of an Office Holder

The Companies Act requires that an office holder disclose to the Company any personal interest that he or she may have, and all related material information and documents known to him or her, in connection with any existing or proposed transaction by the Company. The disclosure is required to be made promptly and in any event, no later than at the board of directors meeting in which the transaction is first discussed.

Directors

Subject to the provisions of the Articles, the directors may meet for the dispatch of business and adjourn and otherwise regulate its proceedings as they think fit. Unless and until in a general meeting the shareholders of the Company determine otherwise, the number of directors of the Company shall not be less than 7 nor more than 13 in number.

The quorum necessary for the transaction of business of the directors may be fixed from time to time by the directors and unless so fixed at any other number shall be a number equal to at least half of the directors appointed from time to time. A meeting of the directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the directors. A director is not counted in the quorum at a meeting in relation to any resolution on which he or she is debarred from voting.

Subject to the provisions of the Companies Act, a director is entitled to vote and be counted in the quorum in respect of any resolution concerning any contract, transaction or arrangement or any other proposal (inter alia):

  •
in which he or she has an interest of which he or she is not aware or which cannot reasonably be regarded as likely to give rise to a conflict of interest;

  •
in which he has an interest only by virtue of interests in the Company’s shares, debentures or other securities or otherwise in or through the Company;

  •
which involves the giving of any security, guarantee or indemnity to the director or any other person in respect of obligations incurred by him or her or any other person for the benefit of the Company or a debt or other obligation of the Company for which the director has assumed responsibility under a guarantee or indemnity or by the giving of security;

  •
concerning an offer of securities by the Company or any of its subsidiary undertakings in which he or she is or may be entitled to participate as a holder of securities or as an underwriter or sub-underwriter;

  •
concerning any other body corporate, provided that he or she and any connected persons do not own or have a beneficial interest in one percent or more of any class of share capital of such body corporate, or of the voting rights available to the members of such body corporate;

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  •
relating to an arrangement for the benefit of employees or former employees which does not award him or her any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;

  •
concerning the purchase or maintenance of insurance for any liability for the benefit of directors;

Any director (including the director that has the conflict) may propose that such conflicted director be authorized in relation to any matter which is the subject of such a conflict. The director with the conflict will not count towards the quorum at the meeting at which the conflict is considered and may not vote on any resolution authorizing the conflict. Where the board of directors gives authority in relation to such a conflict, the board of directors may impose such terms on the relevant director as it deems appropriate.

Each of our directors and other officers may be indemnified by us against all costs, charges, losses, expenses and liabilities incurred by such director or officer in the execution or discharge of his or her duties or in relation to those duties. The Companies Act renders void an indemnity for a director against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director. We have insurance for our directors regarding negligence, default, breach of trust and breach of duty under the terms allowed under the Companies Act.

Appointment of Directors

The Companies Act requires that a resolution approving provisions to appoint a director for a period of more than two years must not be passed unless a memorandum setting out the proposed contract incorporating the provision is made available to members: in the case of a resolution at a meeting, by being made available for inspection by members of the company both (i) at the company’s registered office for not less than 15 days ending with the date of the meeting, and (ii) at the meeting itself.

Subject to certain minimum thresholds in terms of their shareholdings, each shareholder shall be entitled to appoint a number of directors in proportion to their shareholding. However, no shareholder shall be entitled to appoint more than half of the directors plus one.

Effective from October 1, 2013, quoted companies must obtain a binding vote of shareholders on remuneration policy at least once every three years and an advisory vote on an implementation report on how the remuneration policy was implemented in the relevant financial year.

The ordinary remuneration of the directors shall be determined by the directors.

Any director who holds any other office in our Company (including for this purpose the office of chairman or deputy chairman, whether or not such office is held in an executive capacity), or who serves on any committee of the directors, or who otherwise performs, or undertakes to perform, services which in the opinion of the directors are outside the scope of the ordinary duties of a director, may be paid such additional remuneration (whether by way of fixed sum, bonus commission, participation in profits or otherwise) or may receive such other benefits as the directors may determine.

Directors’ Borrowing Powers

Subject to the provisions of the Articles and the Companies Act, the directors may exercise all the powers of the Company to borrow money, mortgage or charge all or any part or parts of its undertaking, property and uncalled capital, and issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

Removal of Directors

The Company may, by ordinary resolution of which special notice has been given, remove any director and elect another person in place of such director.

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Retirement of Directors

Pursuant to the articles, each director shall retire at the annual general meeting held in the third calendar year following the year in which he was elected or last re-elected by the Company or such shorter period as the directors may determine. In addition, each director (other than the Chairman and any director holding an executive office) shall also be required to retire at each annual general meeting following the ninth anniversary on the date on which he was elected by the Company. However, the Company’s board of directors resolved on November 4, 2020 that, commencing with the Company’s annual general meeting in 2021, each director will be submitted for re-election at each annual general meeting of the Company.

A director who retires at any annual general meeting shall be eligible for election or re-election unless the directors resolve otherwise not later than the date of the notice of such annual general meeting.

When a director retires at an annual general meeting in accordance with the Articles, the Company may, by ordinary resolution at the meeting, fill the office being vacated by re-electing the retiring director. In the absence of such a resolution, the retiring director shall nevertheless be deemed to have been re-elected, except in the cases identified by the Articles.

Termination of Office

The office of a director of the Company shall be terminated if:

  (i)
subject to the provisions of the Companies Act, the shareholder who appointed the relevant director of the Company elects to terminate the office of such director;

  (ii)
the director of the Company becomes prohibited by law or (if applicable) the NASDAQ Rules from acting as a director or ceases to be a director by virtue of any provision of the Companies Act;

  (iii)
the Company has received notice of the director’s resignation or retirement from office and such resignation or retirement from office has taken effect in accordance with its terms;

  (iv)
the director has retired at an annual general meeting in accordance with the Articles;

  (v)
the director has a bankruptcy order made against him/her, compounds with his/her creditors generally or applies to the court for an interim order under the UK Insolvency Act 1986 in connection with a voluntary arrangement under that Act or any analogous event occurs in relation to the director in another country;

  (vi)
an order is made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for the director’s detention or for the appointment of another person (by whatever name called) to exercise powers with respect to the director’s property or affairs;

  (vii)
the director is absent from meetings of the directors for three months without permission and the directors have resolved that the director’s office be vacated;

  (viii)
notice of termination is served or deemed served on the director and that notice is given by a majority of directors for the time being; or


(ix)
in the case of a director other than the chairman and any director holding an executive office, if the directors resolve to require the director to resign and the director fails to do so within 30 days of notification of such resolution being served or deemed served on the director.

Share Qualification of Directors

A director shall not be required to hold any shares of the Company by way of qualification. A director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings.

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On February 26, 2021, the Board approved a share ownership requirement applicable to directors receiving remuneration from the Company and executives (see “Item 6. Directors, Senior Management and Employees – E. Share Ownership” in our most recent Annual Report on Form 20-F). Within a period of five years, directors receiving remuneration from the Company should have a minimum share ownership in the Company of 3 times their annual compensation. In the case of the CEO, this requirement is 6 times his fixed compensation.

Rights Attached to Our Shares

As of December 31, 2020, our shares have attached to them full voting, dividend and capital distribution (including winding up) rights. However, our shares do not confer any rights of redemption.

Without prejudice to any rights attached to any existing shares, the Company may issue shares with such rights or restrictions as determined either by the Company by ordinary resolution or, if the Company passes a resolution to authorize them, the directors. The Company may also issue shares which are, or are liable to be, redeemed at the option of the Company or the holder.

Dividend Rights. Our Articles provide that the Company may, by ordinary resolution, declare final dividends to be paid to its shareholders in accordance with their respective rights. However, no dividend shall be declared unless it has been recommended by the directors and does not exceed the amount recommended by the directors.

If the directors believe that the profits of the Company justify such payment, they may pay fixed dividends on any class of shares where the fixed dividend is payable on fixed dates. They may also pay interim dividends on shares of any class in amounts and on dates and periods as they think fit. Provided the directors act in good faith, they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment of dividends on any other class of shares having rights ranking equally with or behind those shares.

Unless the share rights otherwise provide, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid, and apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid.

Any unclaimed dividends may be invested or otherwise applied for the benefit of the Company until they are claimed. If any dividend is unclaimed for 12 years from the date on which it was declared or became due for payment, the person who was otherwise entitled to it shall cease to be entitled and the Company may keep that sum. In addition, the Company will not be considered a trustee with respect to the amount of any payment into a separate account by the directors of any unclaimed dividend or other sum payable on or in respect of a share of the Company.

The Company may cease to send any check or other means of payment by post for any dividend on any shares which is normally paid in that manner if in respect of at least two consecutive dividends payable on those shares, the check, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these Articles, shall recommence sending checks, warrants or orders in respect of the dividends payable on those shares if the holder of or person entitled to them claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.

The directors may, if authorized by ordinary resolution, offer to shareholders the right to elect to receive, in lieu of a dividend, an allotment of new shares credited as fully paid.

Voting Rights. Subject to the provisions in the Articles and any special rights or restrictions as to voting attached to any shares or class of shares of the Company, at a general meeting, voting on each and every resolution shall be taken by way of a poll.

As such, every member present in person or by proxy has one vote for every share held by him or her, as per the Articles.

A proxy shall not be entitled to vote where the member appointing the proxy would not have been entitled to vote on the resolution had he been present in person.

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In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names appear in the register of the Company in respect of the joint holding.

The actions necessary to change the rights of holders of the shares are as follows pursuant to the Companies Act: the rights of the shareholders would need to be altered by way of a special resolution requiring 75% vote of the shareholders who are present and voting in person or by proxy. In order to change the rights of a separate class of shares, it will require such a vote by shareholders of that class of shares.

Liquidation Rights. In the event of our liquidation, subject to applicable law, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of shares in proportion to their respective holdings. This liquidation right may be affected by the grant of preferential dividends or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.

Redemption Provisions. We may, subject to applicable law and to our Articles, issue redeemable preference shares and redeem the same.

Capital Calls. Under our Articles and the Companies Act, the liability of our shareholders is limited to the amount (if any) for the time being unpaid on the shares held by that member.

Subject to the terms of allotment of the shares of the Company, the directors of the Company may make a call on our shareholders to pay up any nominal value or share premium outstanding by giving them notices of such call. A shareholder must pay to the Company the amount called on his or her shares but is not required to do so until 14 days have passed since the notice of call was sent. If a shareholder fails to pay any part of a call, the directors may serve further notice naming another day not being less than seven days from the date of the further notice requiring payment and stating that in the event of non-payment the shares on which the call has been made will be liable to be forfeited. Subsequent forfeiture requires a resolution by the directors. As part of the initial public offering, the nominal value and share premium of all shares will be fully paid.

Transfer of Shares. Fully-paid shares are issued in registered form and may be transferred pursuant to our Articles, unless such transfer is restricted or prohibited by another instrument and subject to applicable securities laws.

Transfers of uncertificated shares may be effected by means of a relevant system (i.e., NASDAQ Global Select Market) unless the UK Uncertificated Securities Regulations 2001 (also known as the CREST Regulations) provide otherwise.

Preemptive Rights. In certain circumstances, our shareholders have preemptive rights under the Companies Act with respect to new issuances of equity securities.

Modification of Rights

Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may be varied or abrogated either with the written consent of the holders of three-quarters in nominal value of the issued shares of the class (excluding shares held as treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of the class (but not otherwise), and may be so varied or abrogated either while the Company is a going concern or during or in contemplation of a winding-up.

The special rights attached to any class of shares will not, unless otherwise expressly provided by the terms of issue, be deemed to be varied by (i) the creation or issue of further shares ranking, as regards participation in the profits or assets of the Company, in some or all respects equally with them but in no respect in priority to them, or (ii) the purchase or redemption by the Company of any of its own shares.

Shareholders’ Meetings and Resolutions

An annual general meeting shall be held in each period of six months beginning with the day following the Company’s accounting reference date, at such place or places, date and time as may be decided by the directors.

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The directors may, whenever they think fit, call a general meeting. The directors are required to call a general meeting once the Company has received requests from its members to do so in accordance with the Companies Act.

Notice of general meetings shall include all information required to be included by the Companies Act and shall be given to all members other than those members who are not entitled to receive such notices from the Company under the provisions of the Articles. The Company may determine that only those persons entered on the Register at the close of business on a day decided by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice.

For the purposes of determining which persons are entitled to attend or vote at a meeting, and how many votes such persons may cast, the Company must specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting. The directors may in their discretion resolve that, in calculating such period, no account shall be taken of any part of any day that is not a working day (within the meaning of Section 1173 of the Companies Act).

No business other than the appointment of a chairman of the meeting shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. The necessary quorum at a general meeting shall be two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorized representative of a corporation which is a member (including for this purpose two persons who are proxies or corporate representatives of the same member), between them, holding or representing by proxy at least one-third in nominal value of the issued shares.

The directors may require attendees to submit to searches or put in place such arrangements or restrictions as they think fit to ensure the safety and security of attendees at a general meeting. Any member, proxy or other person who fails to comply with such arrangements or restrictions may be refused entry to, or removed from, the general meeting.

The directors may decide that a general meeting shall be held at two or more locations to facilitate the organization and administration of such meeting. A member present in person or by proxy at the designated “satellite” meeting place may be counted in the quorum and may exercise all rights that they would have been able to exercise if they had been present at the principal meeting place. The directors may make and change from time to time such arrangements as they shall in their absolute discretion consider appropriate to:

  •
ensure that all members and proxies for members wishing to attend the meeting can do so;

  •
ensure that all persons attending the meeting are able to participate in the business of the meeting and to see and hear anyone else addressing the meeting;

  •
ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and

  •
restrict the numbers of members and proxies at any one location to such number as can safely and conveniently be accommodated there.

Limitation on Owning Securities

Our Articles do not restrict in any way the ownership or voting of our shares by non-residents. Furthermore, there is no longer an obligation of a shareholder of a U.K. company which is a non-listed (in the U.K. or EU) company to voluntarily disclose his or her shareholding unless, required to do so by the company. If the company serves a demand on a person under section 793 to the Companies Act, that person will be required to disclose any interest he has in the shares of the company.

Change in Control

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We can issue additional shares with any rights or restrictions attached to them as long as they are not restricted by any rights attached to existing shares. These rights or restrictions can be decided by the directors so long as there is no conflict with the Articles or any resolution passed by the shareholders. The ability of the directors to issue shares with rights or restrictions that are different than those attached to the currently outstanding shares could have the effect of delaying, deferring or preventing change of control of our Company.

We may in the future be subject to the U.K. Takeover Code, which is not binding on the Company at the present time. Nevertheless, the U.K. Takeover Code could apply to the Company under certain circumstances in the future and if that were to occur, if a person: (i) acquires an interest in our shares which, when taken together with shares in which he or she acting in concert with him or her are interested, carries 30% or more of the voting rights of our shares; or (b) who, together with persons acting in concert with him or her, is interested in shares that in the aggregate carry not less than 30% and not more than 50% of the voting rights in the Company acquires additional interests in shares that increase the percentage of shares carrying voting rights in which that person is interested, in both cases, the acquirer and, depending on the circumstances its concert parties, would be required (except with the consent of the U.K. Takeover Panel) to make a cash offer for our outstanding shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during the previous 12 months.

Exchange Listing

Our shares are listed on the NASDAQ Global Select Market under the symbol “AY.”

Transfer Agent and Registrar

The transfer agent and registrar for our ordinary shares is Computershare Trust Company, N.A.


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Exhibit 4.20
 
EXECUTION VERSION
 
FIFTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of December 3, 2020 (this "Amendment"), among (i) Atlantica Sustainable Infrastructure plc (f/k/a Atlantica Yield PLC), as borrower (the "Borrower") under the Credit and Guaranty Agreement, dated as of May 10, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"), among the Borrower, the Guarantors (as defined below), the L/C Issuers (as defined below), the lenders party thereto and the Administrative Agent (as defined below), (ii) the guarantors party to the Credit Agreement (the "Guarantors"), (iii) Royal Bank of Canada and Canadian Imperial Bank of Commerce, London Branch, as L/C Issuers (the "L/C Issuers"), (iv) the lenders party hereto (the "Lenders") and (v) Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

WHEREAS, the Borrower has requested the Administrative Agent, the Lenders and L/C Issuers to amend certain provisions of the Credit Agreement, to increase the Letter of Credit Sublimit, and the Lenders and L/C Issuers are agreeable to such request upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the premises and the agreements, provisions and covenants set forth herein, the parties hereto agree as follows:

 ARTICLE I

RATIFICATION; DEFINITIONS AND RULES OF CONSTRUCTION
 
Section 1.1           Relation to Credit Agreement; Ratification. This Amendment is entered into in accordance with Section 11.01 of the Credit Agreement and constitutes an integral part of the Credit Agreement. Except as amended by this Amendment, the provisions of the Credit Agreement are in all respects ratified and confirmed and shall remain in full force and effect.

Section 1.2           Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement (as amended by this Amendment) are used herein as therein defined, and the rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply mutatis mutandis to this Amendment.

ARTICLE II
 
AMENDMENT TO CREDIT AGREEMENT
 
Section 2.1           Amendment to Credit Agreement. The parties hereto hereby agree that, effective as of the Amendment No. 5 Effective Date (as defined below),
 
(a)          Section 1.01 of the Credit Agreement is hereby amended by,
 
(i)           Adding the definition of the following terms in the corresponding alphabetical order:

““Amendment No. 5 Effective Date” shall have the meaning ascribed to such term in the Fifth Amendment to Credit and Guaranty Agreement.
 
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“Fifth Amendment to Credit and Guaranty Agreement” means the Fifth Amendment to Credit and Guaranty Agreement, dated as of December 3, 2020, among the Borrower, the Guarantors, the Lenders, the L/C Issuers and the Administrative Agent.”

(ii)          Replacing the definition of the term “Letter of Credit Sublimit” in its entirety with the following:
 
“Letter of Credit Sublimit” means an amount equal to U.S.$100,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.”

ARTICLE III

CONDITIONS TO EFFECTIVENESS
 
Section 3.1           Conditions to Effectiveness. This Amendment shall become effective on the date on which the Administrative Agent has received a true, correct and complete copy of this Amendment, duly executed and delivered by a duly authorized officer of each party hereto (such date, the "Amendment No. 5 Effective Date").

ARTICLE IV
 
REPRESENTATIONS AND WARRANTIES
 
Section 4.1           Representations and Warranties. Each Loan Party represents and warrants to the Secured Parties as of the Amendment No. 5 Effective Date, that:
 
(a)          Authorization; No Contravention. The execution, delivery and performance by each Loan Party of this Amendment has been duly authorized by all necessary corporate or other organizational action, and do not and will not: (i) contravene the terms of any of such Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which such Person or any of its Subsidiaries is a party or affecting such Person or any of its Subsidiaries or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or any of its Subsidiaries or the properties of such Person or any of its Subsidiaries is subject; or (c) violate any Law.
 
(b)          Binding Effect. This Amendment has been duly executed and delivered by each Loan Party that is party hereto. Subject to the Legal Reservations, this Amendment constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms.

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ARTICLE V

MISCELLANEOUS
 
Section 5.1           Notices. All notices, requests and other communications to any party hereto shall be given or served in the manner contemplated in Section 11.02 of the Credit Agreement.

Section 5.2           No Waiver; Status of Loan Documents. This Amendment shall not constitute an amendment, supplement or waiver of any provision of the Credit Agreement not expressly referred to herein and shall not be construed as an amendment, supplement, waiver or consent to any action on the part of any party hereto that would require an amendment, supplement, waiver or consent of the Lenders except as expressly stated herein. Except as expressly amended, supplemented or waived hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. No failure or delay on the part of the Lenders in the exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Amendment and the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies available at equity or law. Nothing in this Amendment shall constitute a novation of the Loan Parties' obligations under the Credit Agreement or any other Loan Document.

Section 5.3           Amendment. This Amendment may be amended, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

Section 5.4          Amendment Binding. This Amendment shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors and permitted assigns of the parties hereto.

Section 5.5           Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

Section 5.6           Governing Law.
 
(a)          This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

(b)          Each of the undersigned hereto agrees that any dispute relating to this Amendment shall be determined in accordance with Sections 11.14 and 11.15 of the Credit Agreement and the provisions of said Sections 11.14 and 11.15 of the Credit Agreement are incorporated herein by reference.

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Section 5.7           Counterparts. This Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by e-mail in portable document format (.pdf) or facsimile (with acknowledgment of receipt) or other electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment and the words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. The Administrative Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission.
 
Section 5.8           Loan Document. This Amendment shall constitute a Loan Document.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.
 
 
Yours truly,
   
 
ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC (F/K/A ATLANTICA YIELD PLC),
 
as the Borrower
     
 
By:
/s/ Santiago Seage
 
Name: Santiago Seage
 
Title: CEO
     
 
By:
/s/ Francisco Martinez-Davis
 
Name: Francisco Martinez-Davis
 
Title: CFO

Execution, December 3, 2020

 
ATLANTICA INFRASTRUCTURES, S.L.U. (F/K/A ABY CONCESSIONS INFRASTRUCTURES S.L.U.),
 
as a Guarantor
     
 
By:
 /s/ David Esteban
 
Name: David Esteban
 
Title: Authorised signatory
     
 
By:
 /s/ Carlos Colon
 
Name: Carlos Colon
 
Title: Authorised signatory

Execution, December 3, 2020

 
ABY CONCESSIONS PERU S.A.,
 
as a Guarantor
   
 
By:
 /s/ Antonio Montoya
 
Name: Antonio Montoya
 
Title: Authorised signatory
   
 
By:
 /s/ Gracia Candau
 
Name: Gracia Candau
 
Title: Authorised signatory

Execution, December 3, 2020

 
ACT HOLDING SA. DE C.V.,
 
as a Guarantor
   
 
By:
 /s/ Irene Hernandez
 
Name: Irene Hernandez
 
Title: Authorised signatory
   
 
By:
 /s/ Carlos Colon
 
Name: Carlos Colon
 
Title: Authorised signatory

Execution, December 3, 2020

 
ASHUSA INC.,
 
as a Guarantor
   
 
By:
 /s/ Emiliano Garcia
 
Name: Emiliano Garcia
 
Title: Authorised signatory
   
 
By:
 /s/ Enrique Guillen
 
Name: Enrique Guillen
 
Title: Authorised signatory

 Execution, December 3, 2020

 
ASUSHI INC.,
 
as a Guarantor
   
 
By:
 /s/ Emiliano Garcia
  Name: Emiliano Garcia
 
Title: Authorised signatory
   
 
By:
 /s/ Enrique Guillen
  Name: Enrique Guillen
 
Title: Authorised signatory

Execution, December 3, 2020

 
ATLANTICA INVESTMENTS LIMITED,
 
as a Guarantor
   
 
By:
 /s/ David Esteban
  Name: David Esteban
 
Title: Authorised signatory
   
 
By:
 /s/ Carlos Colon
  Name: Carlos Colon
 
Title: Authorised signatory

Execution, December 3, 2020

Signature Page
Amendment No. 5 to Credit and Guaranty Agreement

 
ROYAL BANK OF CANADA,
 
as Administrative Agent
   
 
By:
 /s/ Rodica Dutka
 
Name: Rodica Dutka
 
Title: Manager, Agency

Signature Page
Amendment No. 5 to Credit and Guaranty Agreement

 
ROYAL BANK OF CANADA,
 
as Lender and L/C Issuer
   
 
By:
 /s/ Frank Lambrinos
 
Name: Frank Lambrinos
 
Title: Authorized Signatory

Signature Page
Amendment No. 5 to Credit and Guaranty Agreement

 
CANADIAN IMPERIAL BANK OF COMMERCE, LONDON BRANCH,
 
as Lender and L/C Issuer
   
 
By:
 /s/ Farhad Merali
 
Name: Farhad Merali
 
Title: Executive Director
   
 
By:
/s/ Lavinia Macovschi
 
Name: Lavinia Macovschi
  Title: Executive Director

Signature Page
Amendment No. 5 to Credit and Guaranty Agreement

  BANCO SANTANDER, S.A, NEW YORK BRANCH
 
as Lender
   
 
By:
 /s/ Pablo Urgoiti
 
Name: Pablo Urgoiti
 
Title: Managing Director
   
 
By:
/s/ Rita Walz-Cuccioli
 
Name: Rita Walz-Cuccioli
  Title: Executive Director

Signature Page
Amendment No. 5 to Credit and Guaranty Agreement

 
NATIONAL BANK OF CANADA,
 
as Lender
   
 
By:
 /s/ Manny Deol
 
Name: Manny Deol
 
Title: Managing Director

Signature Page
Amendment No. 5 to Credit and Guaranty Agreement

 
JPMORGAN CHASE BANK, N.A.,
 
as Lender
   
 
By:
 /s/ Arina Mavilian
 
Name: Arina Mavilian
 
Title: Authorized Signatory

Signature Page
Amendment No. 5 to Credit and Guaranty Agreement

 
MUFG BANK, LTD.,
 
as Lender
   
 
By:
 /s/ Nietzsche Rodricks
  Name: Nietzsche Rodricks
 
Title: Managing Director

Signature Page
Amendment No. 5 to Credit and Guaranty Agreement

 
BANK OF AMERICA, N.A.,
 
as Lender
   
 
By:
 /s/ Jennifer Cochrane
 
Name: Jennifer Cochrane
 
Title: Vice Preisdent

Signature Page
Amendment No. 5 to Credit and Guaranty Agreement
 
 
BANK OF MONTREAL, LONDON BRANCH,
 
as Lender
   
 
By:
 /s/ Tom Woolgar /s/ Scott Matthew
 
Name: Tom Woolgar
 Scott Matthew
 
Title: Managing Director
 Managing Director


Exhibit 4.22

This Amendment No. 1 to Note Issuance Facility Agreement, dated as of March 30, 2021 (this "Amendment"), is among (i) Atlantica Sustainable Infrastructure plc, a company incorporated in England and Wales with company number 08818211 (the "Company"), (ii) Lucid Agency Services Limited, on behalf of the Required Holders and as agent for the Purchasers (in such capacity, the "Agent"), (iii) Atlantica North America LLC ("ANA"), and (iv) Atlantica Newco Limited, a company incorporated in England and Wales with company number 12495091 ("UK Newco" and together with ANA, the "Reference Additional Guarantors").
 
W I T N E S S E T H:
 
WHEREAS, the Company, the Guarantors party thereto, the purchasers party thereto and the Agent entered into that certain note issuance facility agreement dated as of July 8, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "NIFA");

WHEREAS, under the NIFA the Company and its Subsidiaries are allowed to carry out the Permitted Reorganization (as defined therein), and in connection therewith to release the Guarantee of ASHUSA Inc. and ASUSHI Inc. (the "Existing US Guarantors");

WHEREAS, the definition of the term Permitted Reorganization under the NIFA does not accurately reflect the intended corporate reorganization, and in connection therewith the Company has requested the Agent and the Purchasers to amend the NIFA in order to (i) accurately set forth the intended corporate reorganization, and (ii) join the Reference Additional Guarantors as additional Guarantors; and
 
WHEREAS, the Purchasers are agreeable to such request upon the terms and subject to the conditions set forth herein.
 
NOW THEREFORE, in consideration of the premises and the agreements, provisions and covenants set forth herein, the parties hereto agree as follows:

1.          Defined Terms; Rules of Construction. This Amendment is entered into in accordance with Article 18.1 of the NIFA and constitutes an integral part of the NIFA. Unless otherwise defined herein, capitalized terms used herein which are defined in the NIFA, as amended by this Amendment, are used herein as therein defined. The rules of interpretation set forth in Section 22.5 of the NIFA shall apply mutatis mutandis to this Amendment.
 
2.           Amendment. Effective as of the Amendment No. 1 Effective Date (as defined below),
 
(a)          Section 9.7(a)(ii) of the NIFA is hereby amended by deleting the word "currently";
 
(b)          Section 9.7(b) of the NIFA is hereby amended by deleting it in its entirety;
 
(c)          Section 10.2(e) of the NIFA is hereby amended by replacing it in its entirety with the following: "Notwithstanding anything to the contrary in this Section 10.2, the Note Parties shall be permitted to consummate the Permitted Reorganization."

(d)          Section 23.6(e) of the NIFA is hereby amended by replacing it in its entirety with the following:
 
"Upon the receipt by the holders of a certificate from the Company, signed by a Responsible Officer of the Company, certifying that (i) the Company has, directly or indirectly, formed NewCo as its Wholly-Owned Subsidiary (to be organized under the laws of the State of Delaware), (ii) all of the existing and outstanding Equity Interests in ASHUSA Inc. and ASUSHI Inc. shall have been acquired by and/or shall have been contributed to Atlantica North America LLC (organized under the laws of the State of Delaware); (iii) all of the existing and outstanding Equity Interests in NewCo shall have been acquired by and/or shall have been contributed to Atlantica Newco Limited (organized under the laws of England and Wales), ASHUSA Inc. and ASUSHI Inc.; and (iv) all of the existing and outstanding Equity Interests in each of ASO Holdings Company LLC (organized under the laws of the State of Delaware) and Mojave Solar Holdings LLC (organized under the laws of the State of Delaware) shall have been acquired by and/or shall have been contributed to Atlantica North America LLC and NewCo, together with copies of the definitive documentation evidencing such acquisitions and/or contributions certified by such Responsible Officer as being true, complete and correct copies thereof, then:
 
 
(i)
each of ASHUSA Inc. and ASUSHI Inc. shall automatically cease to be a Guarantor and shall be released of its obligations as "Guarantor" hereunder, without any further action by any party hereto; and


(ii)
the definition assigned to the term "Guarantors" shall be automatically amended and replaced in its entirety with the following, without any further action by any party hereto:

"Guarantors" means, collectively,
 
(a) Atlantica Infraestructura Sostenible, S.L.U. (f/k/a Atlantica Infrastructures S.L.U. (organized under the laws of Spain), Atlantica Peru S.A. (f/k/a ABY Concessions Peru S.A.) (organized under the laws of the Republic of Peru), ACT Holding, S.A. de C.V. (organized under the laws of Mexico), Atlantica Investments Limited (organized under the laws of England and Wales), Atlantica Newco Limited (organized under the laws of England and Wales) and Atlantica North America LLC (organized under the laws of the State of Delaware); and

(b)  any other Subsidiary that from time to time provides a Note Guarantee in accordance with the provisions of this Agreement,
 
in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Agreement."

2
(e)        Exhibit A of the NIFA is hereby amended by replacing the definitions of the terms "Guarantors," "NewCo" and "Permitted Reorganization" in their entirety with the following:
 
"Guarantors" means, collectively:

(a)          Atlantica Infraestructura Sostenible, S.L.U. (f/k/a Atlantica Infrastructures S.L.U.) (organized under the laws of Spain), Atlantica Peru S.A. (f/k/a ABY Concessions Peru S.A.) (organized under the laws of the Republic of Peru), ACT Holding, S.A. de C.V. (organized under the laws of Mexico), Atlantica Investments Limited (organized under the laws of England and Wales), Atlantica Newco Limited (organized under the laws of England and Wales), Atlantica North America LLC (organized under the laws of the State of Delaware), and subject to Section 23.6(e), ASHUSA Inc. (organized under the laws of the State of Delaware) and ASUSHI Inc. (organized under the laws of the State of Delaware); and
 
(b)          any other Subsidiary that from time to time provides a Note Guarantee in accordance with the provisions of this Agreement.
 
"NewCo" means a Delaware limited liability company formed or to be formed, directly or indirectly, by the Company as its Wholly-Owned Subsidiary, in connection with the Permitted Reorganization.
 
"Permitted Reorganization" means a corporate reorganization of certain Subsidiaries of the Company existing under the Laws of a state in the United States (such Subsidiaries, the "US Subsidiaries") as a result of which (i) the Company will, directly or indirectly, form NewCo as its Wholly-Owned Subsidiary (to be organized under the laws of the State of Delaware); (ii) all of the existing and outstanding Equity Interests in ASHUSA Inc., ASUSHI Inc. and Atlantica DCR LLC will be acquired by and/or contributed to Atlantica North America LLC (organized under the laws of the State of Delaware); (iii) all of the existing and outstanding Equity Interests in NewCo will be acquired by and/or contributed to Atlantica Newco Limited (organized under the laws of England and Wales), ASHUSA Inc. and ASUSHI Inc.; and (iv) all of the existing and outstanding Equity Interests in each of ASO Holdings Company LLC (organized under the laws of the State of Delaware) and Mojave Solar Holdings LLC (organized under the laws of the State of Delaware) shall be acquired by and/or shall be contributed to Atlantica North America LLC and NewCo; with ASHUSA Inc. and ASUSHI Inc. becoming Non- Recourse Subsidiaries upon giving effect to Section 23.6(e), which reorganization will involve different transactions, including transfers of Equity Interests in the US Subsidiaries among such US Subsidiaries.
 
(f)          Schedule 6.13 of the NIFA is hereby amended by replacing it in its entirety with the revised schedule attached hereto as Exhibit A.
 
3.           Joinder. Each Reference Additional Guarantor hereby becomes a party to the NIFA as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. Each Reference Additional Guarantor hereby represents and warrants that each of the representations and warranties contained in the NIFA applicable to a Guarantor is true and correct on and as of the date thereof (after giving effect to this Amendment) as if made on and as of such date. The Note Parties agree that this Amendment shall constitute a Guarantor Accession Agreement referred to in Section 9.7.

3
4.           Representations and Warranties. The Company and each Reference Additional Guarantor represents and warrants to the Purchasers that:
 
(a)         The execution, delivery and performance by the Company and each Reference Additional Guarantor of this Amendment has been duly authorized by all necessary corporate or other organizational action, and do not and will not: (i) contravene the terms of any of such Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual Obligation to which such Person or any of its Subsidiaries is a party or affecting such Person or any of its Subsidiaries or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or any of its Subsidiaries or the properties of such Person or any of its Subsidiaries is subject; or (c) violate any Law in any material respect.
 
(b)      No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery of this Amendment and the performance by, or enforcement against, any Note Party of this Amendment.

(c)       This Amendment has been duly executed and delivered by the Company and each Reference Additional Guarantor. This Amendment constitutes a legal, valid and binding obligation of Company and each Reference Additional Guarantor, enforceable against the Company and each Reference Additional Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
 
(d)          There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company and each Reference Additional Guarantor after due inquiry, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Note Party or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, if there is a reasonable possibility of an adverse determination and if determined adversely, could reasonably be expected to have a Material Adverse Effect.

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(e)          As of Amendment No. 1 Effective Date, no Note Party has any Subsidiaries other than those specifically disclosed in part A of Schedule 6.13 to the NIFA (after giving effect to this Amendment), and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable, are not subject to any option to purchase or similar rights and are legally and beneficially owned by a Note Party in the percentages specified in part A of Schedule 6.13 to the NIFA (after giving effect to this Amendment) free and clear of all Liens (other than Liens permitted under the NIFA). Part B of Schedule 6.13 to the NIFA (after giving effect to this Amendment) specifies the Subsidiaries of the Note Parties and the Equity Interests in such Subsidiaries after giving effect to the Permitted Reorganization.
 
(f)          Each of the representations and warranties of the Company and each Reference Additional Guarantor contained in this Amendment are true and correct as of the date hereof and as of Amendment No. 1 Effective Date.
 
(g)          No Default or Event of Default has occurred and is continuing or would result from the execution, delivery or effectiveness of this Amendment.
 
(h)          No remuneration, whether by way of supplemental or additional interest or any fee or similar payment or security or other credit support, has been, or shall be, provided to or on behalf of any creditor with respect to Indebtedness of the Obligors as consideration for such creditor agreeing to the same or similar matters or waivers set forth in this Amendment, other than any expenses of counsel to any such creditor and any fees paid to the creditors of the Term Loan in consideration for the maturity extension and commitment increase thereof pursuant to the amendment thereof dated as of March 1, 2021.
 
5.          Conditions to Effectiveness. This Amendment shall become effective on the date each of the following conditions has been satisfied, in each case in a manner satisfactory to the Purchasers (such date, the "Amendment No. 1 Effective Date"):

(a)          The Agent shall have received authorized and executed counterparts of this Amendment.
 
(b) Each Reference Additional Guarantor shall have delivered to the Agent an Officer's Certificate, dated the Amendment No. 1 Effective Date, substantially in the form of the certificates delivered pursuant to Section 4.1(b)(i).
 
(c)          Each Reference Additional Guarantor shall have delivered to the Agent an incumbency certificate of its Responsible Officers and, if applicable, of resolutions or other action evidencing the name, authority and specimen signature of such Responsible Officers authorized to sign, and otherwise act as a Responsible Officer in connection with, the NIFA and the other Note Documents.
 
(d)          The Agent shall have received the following legal opinions (with sufficient copies thereof for each addressee):
 
(i)          an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel to the Company, addressed to, and in form and substance satisfactory to, the Agent; and

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(ii)          an opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, English counsel to the Company, addressed to, and in form and substance satisfactory to, the Agent.

(e)          The Agent shall have received evidence of the irrevocable acceptance by the Process Agent of its appointment by the Reference Additional Guarantors pursuant to Section 22.9(d) of the NIFA.

(f)          The representations and warranties of the Company in this Amendment shall be correct when made and at the Amendment No. 1 Effective Date; provided that, to the extent that any representation or warranty specifically refers to an earlier date, it shall be correct as of such earlier date.

(g)          The Company shall have paid, or caused to be paid, all fees and expenses of Mayer Brown International LLP, special counsel to the Purchasers, relating to the transactions contemplated hereby.
 
(h)          The Company shall have delivered to the Agent a copy of executed amendments from its other creditors with respect to each other agreement creating or evidencing Indebtedness of the Company incorporating into such agreement the same or similar matters set forth in this Amendment.

6.          Effect of Amendment; Miscellaneous.
 
(a)          This Amendment is a Note Document. Except as amended by this Amendment, the provisions of the NIFA and the Notes are in all aspects ratified and confirmed, shall remain in full force and effect and shall remain as the legal, valid, binding, and enforceable obligations of the parties thereto.

(b)          From and after the date of this Amendment, references in the NIFA to "this Agreement" (and indirect references such as "hereunder," "hereby," "herein" and "hereof," or words of like import referring to the NIFA), and references in the other Note Documents to "the NIFA" (and indirect references such as "thereunder," "thereby," "therein" and "thereof," or words of like import referring to the NIFA) shall be deemed to be references to the NIFA, as amended by this Amendment.

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(c)         This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page by telecopier or by electronic mail in portable document format (.pdf) to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

7.          Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. The provisions of Sections 22.9, 22.10 and 22.16 of the NIFA are incorporated herein by reference, mutatis mutandis.

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Exhibit A

"Schedule 6.13

Part A – Before the Permitted Reorganization
 
Equity Interest in Subsidiaries
  
Note Party
Subsidiary
Jurisdiction
Percentage
of Shares
Type of
company
Atlantica Sustainable Infrastructure plc
ACT Holding, S.A. de C.V.
Mexico
99.99
Guarantor
Atlantica Peru S.A.
Peru
99.991
Guarantor
 
ATN2, S.A.
 
Peru
 
752
Non-recourse subsidiary (“NRS”)
Atlantica Infraestructura Sostenible,S.L.U.
Spain
100
Guarantor
Atlantica Corporate Resources, S.L.
Spain
99.993
Immaterial
subsidiary
Atlantica Newco Limited
UK
100
Guarantor
Atlantica Sustainable Infrastructure Jersey Limited
Jersey Island
100
Immaterial subsidiary
Transmisora Mejillones S.A.
Chile
0.01
NRS
Transmisora Baquedano S.A.
Chile
0.01
NRS
Palmucho S.A.
Chile
0.01
NRS
Atlantica North America LLC
 USA
100
Guarantor
AYES International UK Limited
UK
100
NRS
CKA1 Holding, S. de R.L. de C.V.
Mexico
99.99
NRS
Atlantica Investments Limited
UK
100
Guarantor
ASHUSA Inc.
USA
100
Guarantor
ASUSHI Inc.
USA
100
Guarantor
Atlantica DCR LLC
USA
100
NRS
Atlantica North America LLC
ASO Holdings Company LLC (class A)
USA
100
NRS
ASI Operations LLC
USA
100
Immaterial
 
 
1 Atlantica Infraestructura Sotenible SLU holds one (1) share (0.01%)
 
2 ATN S.A. holds 25%
 
3 Atlantica Infraestructura Sotenible SLU holds one (1) share (0.01%)

8
 
Overnight Solar LLC
USA
100
Immaterial
ASHUSA Inc.
Mojave Solar Holdings LLC
USA
100
NRS
ASUSHI Inc.
ASO Holdings Company LLC (class B)
USA
100
NRS
Atlantica Investments Limited
Atlantica South Africa Pty Limited
South Africa
100
NRS
Arroyo Energy Netherlands II B.V.
The Netherlands
30
NRS
Fondo de Inversión Weg-4
Chile
35
NRS
Calgary District Heating Inc
Canada
100
NRS
Atlantica South Africa Pty Limited
Kaxu Solar One Pty Limited
South Africa
514
NRS
Kaxu Solar One Pty Limited
Pectonex, R.F. Pty Limited
South Africa
50
NRS
Fondo de Inversión Weg-4
Weg4 Energía SpA
Chile
100
NRS
Weg4 Energía SpA
San Pedro III SpA
Chile
100
NRS
AYES International UK Limited
AYES Canada Inc
Canada
100
NRS
ACT Holding, S.A. de C.V.
ACT Energy Mexico, S. de R.L. de C.V.
Mexico
99.99
NRS
RRHH Servicios Corporativos, S. de R.L. de C.V.
Mexico
99.99
Immaterial subsidiary
 CKA1 Holding, S. de R.L. de C.V.
 Mexico
0.01
NRS
CKA1 Holding, S. de R.L. de C.V.
Ca Ku A1 Servicios Compresión de Gas S.A.P.I.
Mexico
5
NRS
Atlantica Peru S.A.
ATN S.A.
Peru
99.99
NRS
 
4 Industrial Development Corporation holds 49%
 
(cont'd)

9
 
Atlantica Transmision Sur S.A.
Peru
255
NRS
Coropuna Transmisión S.A.
Peru
99.996
NRS
ATN 4 S.A.
Peru
99.997
NRS
ATN S.A.
Atlantica Transmision Sur S.A.
Peru
75
NRS
ATN 2, S.A.
Peru
25
NRS
Hidrocañete S.A.
Peru
99.998
NRS
 
 
 
 
 
 
 
 
 
 
 
 
Atlantica Infraestructura Sostenibles, S.L.U.
ACT Holding, S.A. de C.V.
Mexico
0.01
Guarantor
Transmisora Mejillones S.A.
Chile
99.99
NRS
Transmisora Baquedano S.A.
Chile
99.99
NRS
Palmucho S.A.
Chile
99.99
NRS
Palmatir S.A.
Uruguay
100
NRS
Banitod S.A.
Uruguay
100
NRS
Atlantica Uruguay S.A.
Uruguay
100
NRS
Nesyla S.A.
Uruguay
100
NRS
ABY Infraestructuras, S.L.
Spain
20
Immaterial subsidiary
Sanlúcar Solar, S.A.U.
Spain
100
NRS
Solar Processes, S.A.U.
Spain
100
NRS
Geida Skikda, S.L.
Spain
67
NRS
Geida Tlemcen, S.L.
Spain
50
NRS
Solnova Solar Inversiones, S.A.U.
Spain
100
NRS
Carpio Solar Inversiones, S.A.U.
Spain
100
NRS
Écija Solar Inversiones, S.A.U.
Spain
100
NRS
Hypesol Energy Holding, S.A.U.
Spain
100
NRS
Logrosán Solar Inversiones, S.A.U.
Spain
100
NRS
Fotovoltaica Solar Sevilla, S.A.
Spain
809
NRS
Atlantica España, S.L.U.
Spain
100
Immaterial subsidiary
Atlantica Chile spa
Chile
100
Immaterial subsidiary
SJ Renovables Wind 1 SAS ESP
Colombia
50
NRS

5 ATN S.A. holds 75%
 
6 Atlantica Peru S.A. holds one (1) share (0.01%)
 
7 Atlantica Peru S.A. holds one (1) share (0.01%)
 
8 Atlantica Peru S.A. holds one (1) share (0.01%)
 
9 IDEA holds remaining 20%

10
 
SJ Renovables Sun 1 SAS ESP
Colombia
50
NRS
PA Renovables Sol 1 SAS ESP
Colombia
50
NRS
AC Renovables Sol 1 SAS ESP
Colombia
50
NRS
Geida Skikda, S.L.
Aguas de Skikda, S.A.P.
Algeria
51
NRS
Geida Tlemcen, S.L.
Myah Bahr Honaine, S.A.P.
Algeria
51
NRS
Solnova Solar Inversiones, S.A.U.
Solnova Electricidad Uno, S.A.
Spain
100
NRS
Solnova Electricidad Tres, S.A.
Spain
100
NRS
Solnova Electricidad Cuatro, S.A.
Spain
100
NRS
 Carpio Solar Inversiones, S.A.U.
Solacor Electricidad Uno, S.A.
Spain
87
NRS
Solacor Electricidad Dos, S.A.
Spain
87
NRS
 Écija Solar Inversiones, S.A.U.
Helioenergy Electricidad Uno, S.A.
Spain
100
NRS
Helioenergy Electricidad Dos, S.A.
Spain
100
NRS
Helioenergy Electricidad Uno, S.A.
Evacuación Villanueva del Rey, S.L.
Spain
20.01
NRS
Helioenergy Electricidad Dos, S.A.
Evacuación Villanueva del Rey, S.L.
Spain
20.01
NRS
Hypesol Energy Holding, S.A.U.
Hypesol Solar Inversiones, S.A.U.
Spain
100
NRS
Helios I Hyperion Energy Investments, S.A.
Spain
100
NRS
Helios II Hyperion Energy Investments, S.A.
Spain
100
NRS
Logrosán Solar Inversiones, S.A.U.
Solaben Electricidad Dos, S.A.
Spain
70
NRS
Solaben Electricidad Tres, S.A.
Spain
70
NRS
Logrosán Solar Inversiones Dos, S.L.
Spain
100
NRS

11
 Logrosán Solar Inversiones Dos, S.L.
Solaben Luxembourg S.A.
Luxembourg
100
NRS
Logrosan Equity Investment S.a.r.l.
Luxembourg
100
NRS
Logrosan Equity Investment S.a.r.l.
Extremadura Equity Investment S.a.r.l.
Luxembourg
100
NRS
Extremadura Equity Investment S.a.r.l.
Solaben Electricidad Uno, S.A.
Spain
100
NRS
Solaben Electricidad Seis, S.A.
Spain
100
NRS
Solaben Electricidad Uno, S.A.
Evacuación Valdecaballeros, S.L.
Spain
14.29
NRS
Solaben Electricidad Dos, S.A.
Evacuación Valdecaballeros, S.L.
Spain
14.29
NRS
Solaben Electricidad Tres, S.A.
Evacuación Valdecaballeros, S.L.
Spain
14.29
NRS
Solaben Electricidad Seis, S.A.
Evacuación Valdecaballeros, S.L.
Spain
14.29
NRS
Banitod S.A.
Cadonal S.A.
Uruguay
100
NRS
Atlantica Uruguay S.A.
Estrellada S.A.
Uruguay
100
NRS

12
Part B – After the Permitted Reorganization
 
Equity Interest in Subsidiaries
  
Note Party
Subsidiary
Jurisdiction
Percentage of Shares
Type of company
Atlantica Sustainable Infrastructure plc
ACT Holding, S.A. de C.V.
Mexico
99.99
Guarantor
Atlantica Peru S.A.
Peru
99.9910
Guarantor
 
ATN2, S.A.
 
Peru
7511
Non-recourse subsidiary (“NRS”)
Atlantica Infraestructura Sostenible,S.L.U.
Spain
100
Guarantor
Atlantica Corporate Resources, S.L.
Spain
99.9912
Immaterial
subsidiary
Atlantica Newco Limited
UK
100
Guarantor
Atlantica Sustainable Infrastructure Jersey Limited
Jersey Island
100
Immaterial subsidiary
Transmisora Mejillones S.A.
Chile
0.01
NRS
Transmisora Baquedano S.A.
Chile
0.01
NRS
Palmucho S.A.
Chile
0.01
NRS
Atlantica North America LLC
USA
100
Guarantor
AYES International UK Limited
UK
100
NRS
CKA1 Holding, S. de R.L. de C.V.
Mexico
99.99
NRS
Atlantica Investments Limited
UK
100
Guarantor
Atlantica North America LLC
ASHUSA Inc.
USA
100
NRS
ASUSHI Inc.
USA
100
NRS
Atlantica DCR LLC
USA
100
NRS
ASO Holdings Company LLC (class A)
USA
100
NRS


10 Atlantica Infraestructura Sotenible SLU holds one (1) share (0.01%)
 
11 ATN S.A. holds 25%
 
12 Atlantica Infraestructura Sotenible SLU holds one (1) share (0.01%)

13
 
ASI Operations LLC
USA
100
Immaterial subsidiary
Overnight Solar LLC
USA
100
Immaterial subsidiary
ASHUSA Inc.
NewCo (class A)
USA
100
NRS
ASUSHI Inc.
NewCo (class A)
USA
100
NRS
 NewCo
Mojave Solar Holdings LLC
USA
100
NRS
ASO Holdings Company LLC (class B)
USA
100
NRS
Atlantica Investments Limited
Atlantica South Africa Pty Limited
South Africa
100
NRS
Arroyo Energy Netherlands II B.V.
The Netherlands
30
NRS
Fondo de Inversión Weg-4
Chile
35
NRS
Calgary District Heating Inc
Canada
100
NRS
Atlantica South Africa Pty Limited
Kaxu Solar One Pty Limited
South Africa
5113
NRS
Kaxu Solar One Pty Limited
Pectonex, R.F. Pty Limited
South Africa
50
NRS
Fondo de Inversión Weg-4
Weg4 Energía SpA
Chile
100
NRS
Weg4 Energía SpA
San Pedro III SpA
Chile
100
NRS
AYES International UK Limited
AYES Canada Inc
Canada
100
NRS
Atlantica Newco Ltd
NewCo (class B)
USA
100
NRS
 
ACT Energy Mexico, S. de R.L. de C.V.
Mexico
99.99
NRS

13 Industrial Development Corporation holds 49%

14
ACT Holding, S.A. de C.V.
RRHH Servicios Corporativos, S. de R.L. de C.V.
Mexico
99.99
Immaterial subsidiary
CKA1 Holding, S. de R.L. de C.V.
Mexico
 0.01
NRS
CKA1 Holding, S. de R.L. de C.V.
Ca Ku A1 Servicios Compresión de Gas S.A.P.I.
Mexico
5
NRS
Atlantica Peru S.A.
ATN S.A.
Peru
99.99
NRS
Atlantica Transmision Sur S.A.
Peru
2514
NRS
Coropuna Transmisión S.A.
Peru
99.9915
NRS
ATN 4 S.A.
Peru
99.9916
NRS
ATN S.A.
Atlantica Transmision Sur S.A.
Peru
75
NRS
ATN 2, S.A.
Peru
25
NRS
Hidrocañete S.A.
Peru
99.9917
NRS
 
 
 
 
 
 
 
Atlantica Infraestructura Sostenibles, S.L.U.
ACT Holding, S.A. de C.V.
Mexico
0.01
Guarantor
Transmisora Mejillones S.A.
Chile
99.99
NRS
Transmisora Baquedano S.A.
Chile
99.99
NRS
Palmucho S.A.
Chile
99.99
NRS
Palmatir S.A.
Uruguay
100
NRS
Banitod S.A.
Uruguay
100
NRS
Atlantica Uruguay S.A.
Uruguay
100
NRS
Nesyla S.A.
Uruguay
100
NRS
ABY Infraestructuras, S.L.
Spain
20
Immaterial subsidiary
Sanlúcar Solar, S.A.U.
Spain
100
NRS
Solar Processes, S.A.U.
Spain
100
NRS
Geida Skikda, S.L.
Spain
67
NRS
Geida Tlemcen, S.L.
Spain
50
NRS
Solnova Solar Inversiones, S.A.U.
Spain
100
NRS
Carpio Solar Inversiones, S.A.U.
Spain
100
NRS

14 ATN S.A. holds 75%
 
15 Atlantica Peru S.A. holds one (1) share (0.01%)
 
16 Atlantica Peru S.A. holds one (1) share (0.01%)
 
17 Atlantica Peru S.A. holds one (1) share (0.01%)
 
(cont'd)

15
 
Écija Solar Inversiones, S.A.U.
Spain
100
NRS
Hypesol Energy Holding, S.A.U.
Spain
100
NRS
Logrosán Solar Inversiones, S.A.U.
Spain
100
NRS
Fotovoltaica Solar Sevilla, S.A.
Spain
8018
NRS
Atlantica España, S.L.U.
Spain
100
Immaterial subsidiary
Atlantica Chile spa
Chile
100
Immaterial subsidiary
SJ Renovables Wind 1 SAS ESP
Colombia
50
NRS
SJ Renovables Sun 1 SAS ESP
Colombia
50
NRS
PA Renovables Sol 1 SAS ESP
Colombia
50
NRS
AC Renovables Sol 1 SAS ESP
Colombia
50
NRS
Geida Skikda, S.L.
Aguas de Skikda, S.A.P.
Algeria
51
NRS
Geida Tlemcen, S.L.
Myah Bahr Honaine, S.A.P.
Algeria
51
NRS
 
 Solnova Solar Inversiones, S.A.U.
Solnova Electricidad Uno, S.A.
Spain
100
NRS
Solnova Electricidad Tres, S.A.
Spain
100
NRS
Solnova Electricidad Cuatro, S.A.
Spain
100
NRS
 Carpio Solar Inversiones, S.A.U.
Solacor Electricidad Uno, S.A.
Spain
87
NRS
Solacor Electricidad Dos, S.A.
Spain
87
NRS
 Écija Solar Inversiones, S.A.U.
Helioenergy Electricidad Uno, S.A.
Spain
100
NRS
Helioenergy Electricidad Dos, S.A.
Spain
100
NRS
Helioenergy Electricidad Uno, S.A.
Evacuación Villanueva del Rey, S.L.
Spain
20.01
NRS
Helioenergy Electricidad Dos, S.A.
Evacuación Villanueva del Rey, S.L.
Spain
20.01
NRS

18 IDEA holds remaining 20%

16
 
Hypesol Energy Holding, S.A.U.
Hypesol Solar Inversiones, S.A.U.
Spain
100
NRS
Helios I Hyperion Energy Investments, S.A.
Spain
100
NRS
Helios II Hyperion Energy Investments, S.A.
Spain
100
NRS
 
Logrosán Solar Inversiones, S.A.U.
Solaben Electricidad Dos, S.A.
Spain
70
NRS
Solaben Electricidad Tres, S.A.
Spain
70
NRS
Logrosán Solar Inversiones Dos, S.L.
Spain
100
NRS
 Logrosán Solar Inversiones Dos, S.L.
Solaben Luxembourg S.A.
Luxembourg
100
NRS
Logrosan Equity Investment S.a.r.l.
Luxembourg
100
NRS
Logrosan Equity Investment S.a.r.l.
Extremadura Equity Investment S.a.r.l.
Luxembourg
100
NRS
 Extremadura Equity Investment S.a.r.l.
Solaben Electricidad Uno, S.A.
Spain
100
NRS
Solaben Electricidad Seis, S.A.
Spain
100
NRS
Solaben Electricidad Uno, S.A.
Evacuación Valdecaballeros, S.L.
Spain
14.29
NRS
Solaben Electricidad Dos, S.A.
Evacuación Valdecaballeros, S.L.
Spain
14.29
NRS
Solaben Electricidad Tres, S.A.
Evacuación Valdecaballeros, S.L.
Spain
14.29
NRS
Solaben Electricidad Seis, S.A.
Evacuación Valdecaballeros, S.L.
Spain
14.29
NRS
Banitod S.A.
Cadonal S.A.
Uruguay
100
NRS
Atlantica Uruguay S.A.
Estrellada S.A.
Uruguay
100
NRS"

17
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
 
 
Very truly yours,
   
 
EXECUTED by ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC
 
by:
   
 
By:
 /s/ Santiago Seage
 
Name: Santiago Seage
 
Title: Director and Chief Executive Officer
   
 
By:
 /s/ Irene M. Hernandez
 
Name: Irene M. Hernandez
 
Title: Company Secretary
   
 
EXECUTED by ATLANTICA NORTH AMERICA LLC
 
by:
   
 
By:
/s/ Emiliano Garcia Sanz
 
Name: Emiliano Garcia Sanz
 
Title: President
   
 
EXECUTED by ATLANTICA NEWCO LIMITED
 
by:
   
 
By:
 /s/ Francisco Martinez-Davis
 
Name: Francisco Martinez-Davis
 
Title: Director


[Signature page to Amendment No. 1 to 2020 Note Issuance Facility Agreement]

EXECUTED by LUCID AGENCY
SERVICES LIMITED as Agent and on Behalf of each of the Purchasers referred to below:
 
FUTURE FUND INVESTMENT COMPANY NO. 2
PTY LTD (ABN 90 130 788 493)
 
WESTBOURNE  CREDIT MANAGEMENT  LIMITED
(ACN 131 843 144) AS TRUSTEE OF THE WESTBOURNE
YIELD FUND NO. 4
 
WESTBOURNE INFRASTRUCTURE DEBT
OPPORTUNITIES FUND II, L.P. ACTING THROUGH
ITS GENERAL PARTNER, RIMOR FUND II GP LIMITED
 
WESTBOURNE  INFRASTRUCTURE DEBT 3 LP
ACTING THROUGH ITS GENERAL PARTNER,
WESTBOURNE INFRASTRUCTURE DEBT GP LIMITED
 
WESTBOURNE INFRASTRUCTURE DEBT 6 LP
ACTING THROUGH ITS GENERAL PARTNER,
WESTBOURNE INFRASTRUCTURE DEBT GP 2 LIMITED

By:
 /s/ Kate Russell  
Name:
 Kate Russell
Title:
Authorised Signatory


[Signature page to Amendment No. 1 to 2020 Note Issuance Facility Agreement]


Exhibit 8.1
Subsidiaries of Atlantica Sustainable Infrastructure plc

Subsidiary
  
Jurisdiction of Incorporation or
Organization
ACT Energy México, S. de R.L. de C.V.
  
Mexico
ACT Holdings, S.A. de C.V.
  
Mexico
AC Renovables Sol 1 S.A.S. E.S
  
-
Agrisun, Srl.
  
Italy
Aguas de Skikda S.P.A.
  
Algeria
Arizona Solar One, LLC.
  
United States
ASHUSA Inc.
  
United States
ASI Operations LLC
  
United States
ASO Holdings Company, LLC.
  
United States
ASUSHI, Inc.
  
United States
Atlantica Chile SpA
  
Chile
Atlantica Colombia S.A.S. E.S.P.
  
Colombia
Atlantica DCR, LLC
  
United States
Atlantica Corporate Resources, S.L
  
Spain
Atlantica Energia Sostenibile Italia, Srl.
  
Italy
Atlantica Holdings USA LLC
  
United States
Atlantica Infraestructura Sostenible, S.L.U
  
Spain
Atlantica Investment Ltd.
  
United Kingdom
Atlantica Newco Limited
  
United Kingdom
Atlantica North America, LLC
  
United States
Atlantica Perú, S.A.
  
Peru
Atlantica  Transmisión Sur, S.A.
  
Peru
Atlantica Sustainable Infrastructure Jersey, Ltd
  
United Kingdom
Atlantica South Africa (Pty) Ltd
  
South Africa
Atlantica España O&M S.L.
  
Spain
Atlantica Yield Energy Solutions Canada Inc.
  
Canada
ATN, S.A S.A.
  
Peru
ATN 4, S.A
  
Peru
ATN 2, S.A.
  
Peru
AYES International UK Ltd
  
United Kingdom
AY Holding Uruguay, S.A.
  
Uruguay
Banitod, S.A.
  
Uruguay
Befesa Agua Tenes
  
Spain
BPC US Wind Corporation, Inc.
  
United States
Cadonal, S.A.
  
Uruguay
Calgary District Heating, Inc
  
Canada
Carpio Solar Inversiones, S.A.
  
Spain
CGP Holding Finance, LLC
  
United States
Chile PV I
  
Chile
Coropuna Transmisión, S.A
  
Peru
CKA1 Holding S. de R.L. de C.V.
  
Mexico
Ecija Solar Inversiones, S.A.
  
Spain
Estrellada, S.A.
  
Uruguay
Extremadura Equity Investments Sárl.
  
Luxembourg
Fotovoltaica Solar Sevilla, S.A.
  
Spain
Geida Skikda, S.L.
  
Spain
Helioenergy Electricidad Uno, S.A.
  
Spain
Helioenergy Electricidad Dos, S.A.
  
Spain
Helios I Hyperion Energy Investments, S.A.
  
Spain
Helios II Hyperion Energy Investments, S.A.
  
Spain
Hidrocañete S.A.
  
Peru
Hypesol Energy Holding, S.L.
  
Spain
Hypesol Solar Inversiones, S.A
  
Spain
Kaxu Solar One (Pty) Ltd.
  
South Africa

Logrosán Equity Investments Sárl.
  
Luxembourg
Logrosán Solar Inversiones, S.A.
  
Spain
Logrosán Solar Inversiones Dos, S.L.
  
Spain
Mojave Solar Holdings, LLC.
  
United States
     
Mojave Solar LLC.
  
United States
Montesejo Piano, Srl.
  
Italy
Nesyla, S.A
  
Uruguay
Overnight Solar LLC
  
United States
Palmatir S.A.
  
Uruguay
Palmucho, S.A.
  
Chile
PA Renovables Sol 1 S.A.S. E.S
  
-
Parque Fotovoltaico La Tolua S.A.S
  
Colombia
Parque Solar Tierra Linda, S.A.S
  
Colombia
Parque Fotovoltaico La Sierpe S.A.S
  
Colombia
Re Sole, Srl.
  
Italy
Rioglass Solar Holding, S.A.
  
Spain
RRHH Servicios Corporativos, S. de R.L. de C.V.
  
Mexico
Sanlucar Solar, S.A.
  
Spain
Solaben Electricidad Uno S.A.
  
Spain
SJ Renovables Sun 1 S.A.S. E.S
  
-
SJ Renovables Wind 1 S.A.S. E.
  
-
Solaben Electricidad Dos S.A.
  
Spain
Solaben Electricidad Tres S.A.
  
Spain
Solaben Electricidad Seis S.A.
  
Spain
Solaben Luxembourg S.A.
  
Luxembourg
Solacor Electricidad Uno, S.A.
  
Spain
Solacor Electricidad Dos, S.A.
  
Spain
Solar Processes, S.A.
  
Spain
Solnova Solar Inversiones, S.A.
  
Spain
Solnova Electricidad, S.A.
  
Spain
Solnova Electricidad Tres, S.A.
  
Spain
Solnova Electricidad Cuatro, S.A.
  
Spain
Tenes Lilmiyah, S.P.A
  
Algeria
Transmisora Mejillones, S.A.
  
Chile
Transmisora Baquedano, S.A.
  
Chile
Transmisora Melipeu
   Chile
VO Renovables SOL 1 S.A.S. E.S.P.
  
-
White Rock Insurance (Europe) PCC Limited
  
Malta


Exhibit 12.1

ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC

Sarbanes Oxley Certification under Section 302 of the Act

Certification

I, Santiago Seage, Chief Executive Officer of Atlantica Sustainable Infrastructure plc (the “Company”) certify that:

1.
I have reviewed this annual report on Form 20-F (the “Annual Report”) of the Company;

2.
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

3.
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report;

4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(c)
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and

 
(d)
Disclosed in this Annual Report any change in the Company’s internal control over financial reporting that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of Company’s board of directors (or persons performing the equivalent function):

 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

February 28, 2022

 
/s/ Santiago Seage
 
Santiago Seage
 
Chief Executive Officer


Exhibit 12.2

ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC

Sarbanes Oxley Certification under Section 302 of the Act

Certification

I, Francisco Martinez-Davis, Chief Financial Officer of Atlantica Sustainable Infrastructure plc (the “Company”) certify that:

1.
I have reviewed this annual report on Form 20-F (the “Annual Report”) of the Company;

2.
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

3.
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report;

4.
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(c)
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and

 
(d)
Disclosed in this Annual Report any change in the Company’s internal control over financial reporting that occurred during the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of Company’s board of directors (or persons performing the equivalent function):

 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

February 28, 2022

 
/s/ Francisco Martinez-Davis
 
Francisco Martinez-Davis
 
Chief Financial Officer
 

Exhibit 13.1
 
Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
 
The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2020 (the “Annual Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
Santiago Seage and Francisco Martinez-Davis, each certifies that, to the best of his knowledge: 
 
1.
The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Atlantica Sustainable Infrastructure plc.
 
February 28, 2022
 
By:
/s/ Santiago Seage
 
 
Santiago Seage
 
 
Chief Executive Officer
 
 
By:
/s/ Francisco Martinez-Davis
 
 
Francisco Martinez-Davis
 
 
Chief Financial Officer
  


Exhibit 15.1
 
Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333—258395) of Atlantica Sustainable Infrastructure plc and in the related Prospectus of our reports dated February 27, 2022, with respect to the consolidated financial statements of Atlantica Sustainable Infrastructure plc, and the effectiveness of internal control over financial reporting of Atlantica Sustainable Infrastructure plc included in this Annual Report on Form 20-F for the year ended December 31, 2021
 
/s/ Ernst & Young, S.L.
 
Madrid, Spain
 
February 28, 2022


1
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Attachment: XBRL TAXONOMY EXTENSION SCHEMA

aby-20211231_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

aby-20211231_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

aby-20211231_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE

aby-20211231_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE