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04 Executive Summary.

08 The Villar Mir Group.

10 The ENERGAS Project.

13 Services Offered.

17 Tariffs.

19 Allocation Process.

21 Timetable.

23 Disclaimer.

25 Contact.

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This Information Memorandum describes the “Market Test” or “Open Season” procedure which Villar Mir Energía (VME), energy brand of Grupo Villar Mir, is conducting to asses for capacity demand from third parties in the ENERGAS LNG Terminal (the “Project”).

This Information Memorandum describes the “Market Test” or “Open Season” procedure which Villar Mir Energía (VME), energy brand of Grupo Villar Mir (GVM), is conducting to assess for capacity demand from third parties in the ENERGAS LNG Terminal.

Regasificadora de Huelva S.L (“RdH”), a 100% subsidiary of VME, is promoting the ENERGAS LNG Terminal. Starting from a context of increasing gas demand in Spain over the last decade), RdH has designed a LNG regasification terminal with the following characteristics:

Two storage tanks with a capacity of 150.000 m3 LNG, each, and expandable to a third tank;

A jetty for berthing of LNG ships with a capacity up to 210.000 m3 LNG, expandable to 245.000 m3 LNG;

Re-gasification capacity of 600.000 Nm3 per hour. The commencement of commercial operations for the ENERGAS

LNG Terminal is initially planned for the last quarter of 2015. The ENERGAS LNG Terminal represents an attractive opportunity for companies active in the LNG sector to secure medium and/or long-term access to regasification capacity in a strategic emplacement. The LNG volumes can be delivered in the Spanish market, and sent through transmission routes providing access to Portugal and the rest of Europe.

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The ENERGAS LNG Terminal will become the first exempted from Third Party Access regasification plant in Spain, which allow more competitive and flexible operation rules.

RdH is offering ‘bundles’ or packets which consist of a berthing slot, tank space and re-gasification capacity. Specifically each bundle consists of the following:

One berthing slots, that is, a time window in which a LNG vessel can berth, be unloaded, and depart. It could be also considered the possibility of reloading;

210.000 m3 of tank space for storing LNG prior to re-gasification; and

Up to of 600.000 m3 per hour re-gasification capacity.

The Open Season process is constituted by two phases: the non-binding phase (Phase I) in which participants will be able to make non-binding offers to RdH, based on the information and indicative tariffs in this market test notice; and the binding phase (Phase II) in which participants will then make binding commitments accepting the bundle offers. An indicative timetable is presented in detailed in section 7 of this Information Memorandum.

By means of the initial Phase I of the Open Season, RdH invites expressions of interest through the submission of a non-binding capacity request. Annex 1 “ENERGAS Application Form” should be filled out and signed by 31 August. If required, RdH could additionally send a Draft of the Terminal User Agreement (“TUA”), prior the signature of a Confidentially Agreement.

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This document has been developed taking into account the principles and guidelines contained in the following documents:

Directive 2009/73/EC of the European Parliament and of the Council of 13 July 2009, concerning common rules for the internal market in natural gas (“Third Gas Directive”);

Directive 2003/55/EC of the European Parliament and of the Council of 26 June 2003, concerning common rules for the internal market in natural gas (“Second Gas Directive”);

Commission staff working document on Article 22 of Directive 2003/55/EC concerning common rules for the internal market in natural gas; and

ERGEG Guidelines for Good Practice on Open Season Procedures (GGPOS).

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GVM is a large international industrial conglomerate, present in 31 countries in the 5 continents, with main activities in the following sectors: Fertilizers (through Fertiberia), Ferroalloys (through FerroAtlántica and Ferropem), Energy (through Villar Mir Energía, “VME”) and Construction and Services (through OHL). GVM turnover in 2010 was 7 billion euros.

In December 2007, GVM created the company VME with the purpose of integrating all the energy activities within the Group. The existence of two industrial companies with high energy consumption levels (Fertiberia and Ferroatlántica), together with the continuous process of integration of the gas and electricity markets, made appropriate for VME to pursue the strategy of becoming a vertically integrated operator with capabilities in the majority of the energy value chain (including gas supply, regasification and storage of gas, gas and power generation and trading), leveraging the current capabilities of the Group in the energy field.

As a key part of its strategy in the energy sector, GVM is developing an LNG import and regasification facility (“The ENERGAS LNG Terminal”) in Huelva, southwestern Spain. VME plans to start construction in 2012, so the commencement of commercial operations for the ENERGAS LNG Terminal is initially planned for the last quarter of 2015. As we are presenting below, the ENERGAS LNG Terminal is a part of the so-called ENERGAS Project, which also involves the design, construction and commissioning of a 900 MW gas-fired power plant.

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The ENERGAS LNG Terminal project involves the design, construction and commissioning of a 4 bcm/year LNG regasification terminal (expandable to 6 bcm/year) in Huelva, Southwestern Spain.

The ENERGAS LNG Terminal technical characteristics are:

Storage capacity: 300.000 m3, (2 tanks). o Possibility of an extension to a third tank.

Nominal capacity: 500.000 Nm3/h. Max. Emission capacity:600.000 Nm3/h.

o 2x2 Open Rack Vaporizers (ORV) with a capacity of 150.000 Nm3/h each.

o 1 (reserve) ORV with a capacity of 150.000 Nm3/h. o Possibility of extension up to 900.000 Nm3/h with 2

additional ORVs with a capacity of 150.000 Nm3/h each. Ancillary infrastructure:

o Jetty’s tie up capacity: 210.000 m3 (expandable up to 245.000 m3).

o Connection to the Spanish natural gas transmission network. o Others: Seawater, Emergency Power, Flare and Vent System,

Odorization & Metering, Fire-Fighting.

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The LNG Terminal is a part of the so-called ENERGAS Project, which also involves the design, construction and commissioning of a 900 MW gas-fired power plant located in the same parcel.

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RdH is offering pre-specified ‘bundles’ or packets which consist of a berthing slot, tank space and re-gasification capacity. Specifically, each bundle consists of the following:

One berthing slot per year– that is, a time window in which an LNG vessel can berth, be unloaded, and depart. It could be also considered the possibility of reloading;

210.000 m3 of tank space for storing unloaded LNG prior to re-gasification. LNG may be stored in the tank for a period agreed among the Terminal Users following unloading; and

Up to 600.000 m3 per hour of re-gasification capacity.

The Annual Unloading Programme Year (or Programme Year) will begin on 1st October. The forecasted start date of the first Annual Unloading Programme Year will be 1st October 2015.

Berthing slots will be allocated to terminal users at approximately even intervals throughout the scheduling year. On the first working day of each month terminal users must provide an indicative estimate of the how they wish to use berthing slots in their possession for the following 90 days.

LNG vessels must arrive within 24 hours of the allocated slot window or else the slot may be forfeited, or else the ship will be handled by the terminal operator on a best endeavors basis.

The terminal will be able to accept LNG Tanker vessels of up to 210.000 m3, and may be expandable to 245.000 m3.

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Terminal users must confirm their intention to use a slot not less than 10 days before the delivery date. Slots that are not nominated 10 days before the delivery date will pass into the secondary market. According to the Directive 2009/73/CE, it will settle congestion management rules, including the obligation to offer unused capacity on the market, and it will be required to the users of the regasification plant to trade their contracted capacities on the secondary market. The detailed secondary market, which will fulfill the ‘Use It Or Lose It’ (UIOLI) function, will be determined at a later date. The primary capacity holder will retain the rights to any revenues raised by the secondary market.

As indicated above, delivered LNG must be evacuated from the terminal after a period agreed among the Terminal Users.

The gas will be delivered just upstream of the ENAGAS pipeline system. Terminal users are responsible for booking and paying for sufficient capacity to inject gas into the ENAGAS system. If the Terminal User is unable to evacuate all of their gas because of insufficient capacity bookings then the remaining gas volumes will be forfeited to RdH.

When re-gasified, LNG introduced into the ENERGAS LNG Terminal must comply with the natural gas quality specifications in the ENAGAS network code. The Terminal Operator may refuse to accept LNG deliveries which will not meet these specifications when re-gasified. At its discretion the Terminal Operator may accept cargoes that are outside of the specifications contained in the ENAGAS network code and pass through the costs of bringing the gas to specification to the Terminal User.

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Terminal users will enter into a binding Terminal Use Agreement (TUA), which sets out the terms outlined above and other more detailed rules. The TUA will be the same for all users, including affiliates of GVM. A draft TUA could be required after the signature of a Confidential Agreement. A final TUA will be made available before the commencement of Phase II.

In addition or instead of making offers for bundled capacity, participants may also make ad hoc offers for non-bundled LNG services, specifically additional LNG tank storage, additional berthing slots and additional re-gasification capacity. RdH will consider these ad hoc offers but is under no obligation to accept any of them.

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Terminal users will be required to pay an Annual Capacity Charge. Terminal users can opt for two alternative types of annual capacity charges. The first option is a single tariff per bundle and the second one is a tariff formed by a Docking Tariff plus a Storing Tariff plus a Regasification Tariff. The bidder should mark in the ENERGAS Application Form attached as Annex 1 which is the option chosen.

The absolute value for the Annual Capacity Charge can be set under two alternative options: The first one is an Absolute price (fixed plus variable), where the bidder will pay a price enough to recover the investment with a minimum return, according with the business plan agreed with RdH in the Second Phase) or a price related to regulated tariffs to be agreed between the parties in the Second Phase. The bidder should mark in the Application Form attached which is the option chosen.

The Annual Capacity Charge per bundle, or the sum of the docking tariff plus a storing tariff plus a regasification tariff multiplied by the number of bundles held will equal the Terminals user’s Annual Capacity Fee. Terminal users will be required to pay 1/12 of the Annual Capacity Fee each month. The Annual Capacity Fee will be increased at the start of every scheduling year according to the Spanish Consumer Price Index.

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Form of offers:

In Phase I participants will submit up the Application Form attached in Annex I.

Contact information details for the reception of the offers are included in Section 9 of the present document.

Capacity Allocation Procedure:

In phase I RdH will rank the offers of terminals users requesting bundles, with longer terms, adapting the volumes requested to the most effective operation of the terminal.

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The Open Season will take place in two Phases:

Phase I, Allocation of Non-binding offers: In Phase I participants will be able to make non-binding offers to RdH, based on the information and indicative tariffs in this Market Test Notice.

Phase II, Binding Commitments: based on the results of Phase I and the capacity allocations that result, in Phase II RdH will inform participants of the capacity available to them and will propose prices and terms. Participants will then make binding commitments accepting these offers, or will propose new offers. Declined capacity may be offered to participants that were not originally allocated capacity at the end of Phase I.

Phase I timetable: Allocation of Non-Binding Offers

All capacities will be proposed to the market in one phase, Phase I, to be launched in the following day after it was published in the Spanish Official Bulletin (BOE).

o Capacities available by 2015: Non-binding request. o Date for reception of non-binding requests: August, 31th,

2011.

After the period of reception of non-binding offers is ended, RdH will contact the bidders in order to communicate the next steps in relation with their bids.

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This document sets forth certain information regarding the new loading and unloading capacities, and related services which VME might create through the implementation of the ENERGAS LNG Terminal.

The Offer Description is publicly disclosed to the market for information purposes only and without any commitment whatsoever from VME so as to offer a product, capacity, any service and/or develop any infrastructure. Any and all interested parties, in their capacity as professional operators, shall be responsible for seeking to obtain the accurate and relevant information needed for their own assessment and decision to respond to the invitation to subscribe contained in this Offer Description.

While the contents of this Offer Description and outline of the Open Season process sets out the present intentions and expectations of VME as to the steps it proposes to take in order to select suitable users of the ENERGAS LNG Terminal, VME reserves the right, at any time and at its sole discretion to change the procedure or any other information set out in this Offer Description and outline of the Open Season process, or to terminate the process entirely, or to disqualify or discontinue discussions with any participant or not to short-list or to remove from any short-list, any participant for any reason and without being obliged to give reasons.

VME hereby disclaims all responsibility for changes to the implementation of the development as presented in the Offer Description or to the timetable, structure or outcome of the open season process. Such changes may result from amongst other things financial and regulatory constraints defined by competent regulatory authorities or VME’s board of directors.

Additionally, the information contained in this Offer Description is for indicative purposes only and should not be considered to give rise to any contractual relationship between VME (or any of its affiliates) and any interested party.

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Non-Disclosure Agreement and Applications Forms for 2011 should be sent to:

VILLAR MIR ENERGÍA Attn: Violeta Ayuso Álvarez. TORRE ESPACIO Pº de la Castellana 259 D-46 28046 MADRID SPAIN E-mail: vaa@vmenergia.es