•

Resolution to receive and adopt the Company’s 2023 Annual Report and accounts: The Company’s 2023 Annual Report and accounts is required to be presented at the AGM.

•

Resolution to approve the directors’ remuneration report: An annual non-binding advisory shareholder vote is required on the Company’s directors’ remuneration report. While the directors’ entitlements to compensation are not conditional upon this resolution being passed, the Board would carefully consider the results of this shareholder vote.

•

Resolution to approve the new directors’ remuneration policy: Under the UK Companies Act 2006, the Company’s directors’ remuneration policy is subject to a binding shareholders’ vote.

•

Resolutions regarding the election of directors: We are asking our shareholders to approve the election of nine directors.

•

Resolution to approve the re-appointment of the Company’s auditors: We are asking our shareholders to approve the re-appointment of Ernst & Young Chartered Accountants and of Ernst & Young S.L. as the Company’s auditors until 31 December 2025.

•

Resolution to authorise the Audit Committee to determine remuneration of the Company’s auditors: We are asking our shareholders to authorise the Audit Committee for and on behalf of the Board to determine our auditors’ remuneration.

•

Resolution to authorise the Board to issue shares: As required under the UK Companies Act 2006, we propose that our shareholders authorise our directors to issue shares or other equity securities up to an aggregate nominal amount of U.S.$ 3,868,096.5, which represents approximately 33.3% of the aggregate nominal value of the issued share capital of the Company.

•

Resolutions to authorise the Board to issue shares without pre-emptive rights: These special resolutions are required under the UK Companies Act 2006 to allow us to issue shares or other equity securities without first offering them to our shareholders. We propose that, subject to the passing of the above-mentioned resolution, our directors be empowered to issue shares or other equity securities without pre-emptive rights up to an aggregate nominal value of: (i) U.S.$ 1,161,590.5 for general purposes, which represents approximately 10% of the existing share capital of the Company; (ii) U.S.$ 1,161,590.5 in connection with an acquisition or specific capital investment, which represents approximately 10% of the existing share capital of the Company; and (iii) an additional 2% of the existing share capital of the Company in respect of each of (i) and (ii) above for a follow-on offer.

•

Resolution to authorise the Board to reduce the share premium account: We are asking our shareholders to authorise the Board to reduce the share premium account of the Company as it stands for the year ended 31 December 2023 by U.S.$ 200,000,000.0 and increase distributable reserves by the same amount.

•

Resolution to authorise the Board to purchase its own shares: We are asking our shareholders to authorise the Board to execute share repurchase contracts for use in effecting purchases by the Company of ordinary shares of U.S.$ 0.10 nominal amount each in the capital of the Company at any time and from time to time, provided that such authority revokes and replaces the existing authority to repurchase shares granted at the Company’s annual general meeting held on April 13, 2023.

•

the statement by the Chair of the Compensation Committee;

•

the annual report on remuneration; and

•

the remuneration policy.

•

U.S.$ 1,161,590.5 for general purposes, which represents approximately 10% of the aggregate nominal value of the issued share capital of the Company as of the date of 31 December 2023, the latest practicable date prior to the publication of this notice; and

•

an additional U.S.$ 232,318.1 to be used only for purposes of making a follow-on offer in accordance with the Pre-Emption Group Guidelines (as defined below).

•

U.S.$ 1,161,590.5 to be used only for purposes of financing (or refinancing, if the power is to be used within twelve months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment, which represents approximately 10% of the aggregate nominal value of the issued share capital of the Company as of the date of 31 December 2023, the latest practicable date prior to the publication of this notice; and

•

an additional U.S.$ 232,318.1 to be used only for purposes of making a follow-on offer in accordance with the Pre-Emption Group Guidelines (as defined below).

(i)

the maximum number of Shares hereby authorised to be acquired is up to an aggregate nominal value of U.S.$ 1,742,385.8, representing approximately (and in any no case no more than) 15% of the issued ordinary share capital of the Company as of 31 December 2023 (being the latest practicable date prior to the publication of this document);

(ii)	the minimum nominal amount (excluding fees and expenses) that may be paid for any such Share is U.S.$ 0.10;

(iii)

the maximum price (excluding fees and expenses) that may be paid for any such Share is an amount equal to 105% of the average of the market daily closing prices for a Share as derived from the NASDAQ Stock Exchange daily official list for the five business days immediately preceding the day on which such Share is contracted to be purchased;

(iv)	the authority hereby conferred shall expire on the earlier of the date of the next Annual General Meeting of the Company or close of business on 15 July 2025, whichever is earlier, unless previously renewed, varied or revoked by the Company at a general meeting; and

(v)

except for the limitations specified in clauses (i) to (iv) above, the Board shall determine the form (i.e. in the open market, “block trade”, “bought deal”, “overnight transaction” or otherwise), amount and/or timing of any repurchase activity that in its sole discretion it considers is in the best interest of the Company and its shareholders.

(1)

The form of agreement attached as Annex A provides that the counterparty will purchase Shares in such form, at such prices and in such quantities as the Company may instruct from time to time, subject to the limitations set forth in Rule 10b-18 of the U.S. Securities Exchange Act of 1934. The agreement provides that the counterparty will purchase the Shares as agent on behalf of the Company.

(2)

The form of agreement attached as Annex B is a form of repurchase plan that we may adopt from time to time to purchase a specified dollar amount of Shares each day if our Shares are trading below a specified price. The type of transaction, the amount to be purchased each day, the limit price and the total amount that may be purchased under the agreement will be determined at the time the plan is executed. The agreement provides that the counterparty will purchase the Shares as agent on behalf of the Company.

	Name & Title		Signature

	Yours sincerely,
	ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC
	By:
		Name:
		Title:

Accepted and agreed as of the date first above written:
[•]
By:
	Name:
	Title:

1.

Broker shall effect all purchases (each a “Purchase”) of Stock under this Buying Plan on the NASDAQ Global Select Market (“NASDAQ”), any other national securities exchange or on an automated trading system, in accordance with principles of best execution and the terms of this Buying Plan, including those terms set forth on Annex I. Broker shall commence Purchases on _________ and shall continue to make Purchases through and including __________ (unless earlier terminated pursuant to Section 6 of this Buying Plan) (such period, the “Repurchase Period”).

2.

Broker agrees to comply with the time, price and volume limitations applicable under Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”) in effecting all purchases of stock pursuant to this Buying Plan.

3.

The Buyer understands that Broker may not be able to effect a Purchase in the event of: (i) a market disruption; (ii) a suspension or halt in trading of the Stock; (iii) a legal, regulatory or contractual restriction applicable to the Buyer or Broker; (iv) the receipt by Broker of written notice from counsel for the Buyer advising it that this Buying Plan has been terminated pursuant to Section 6 hereof, or alternatively, that Purchases under this Buying Plan are to be suspended because of a legal, regulatory or contractual restriction applicable to the Buyer until further notice. If any Purchase cannot be executed as required by this Buying Plan for any of these reasons, unless the Buying Plan has been terminated, Broker shall effect such Purchase as promptly as practical after the cessation of any market disruption, restriction, or suspension described above.

4.

The Buyer represents and warrants that (i) as of the date first written above, it is not aware of material, non-public information with respect to the Buyer or any securities of the Buyer (including the Stock); (ii) it is entering into this Buying Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 and Rule 10b5-1 under the Exchange Act or other applicable securities laws and (iii) its execution of this Buying Plan will not violate or conflict with the Buyer’s Insider Trading Policy. The Buyer agrees not to enter into or alter any corresponding or hedging transaction with respect to the Stock while this Buying Plan remains in effect.

5.

It is the intent of the parties that this Buying Plan comply with the requirements of Rule l0b5-1(c)(1) under the Exchange Act and that this Buying Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1). The Buyer understands and acknowledges that this Buying Plan is the Buyer’s Buying Plan, that it has had full opportunity to consult with its legal counsel with respect to the validity of this Buying Plan, and that it is not relying on Broker for such counsel.

6.

This Buying Plan shall become effective immediately and shall terminate upon the first to occur of the following (i) the close of trading of the Stock on the NASDAQ on __________; (ii) the purchase of an aggregate of $______________ of the Stock (including any commission, commission equivalent, mark-up or differential and other expenses of purchase) (such amount, the “Maximum Repurchase Price”) pursuant to this Buying Plan; (iii) the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, or the taking of any corporate action by the Buyer to authorize or commence any of the foregoing; (iv) the public announcement of a tender or exchange offer for the Stock or of a merger, acquisition, recapitalization or other similar business combination or transaction as a result of which the Stock would be exchanged for or converted into cash, securities or other property; or (v) promptly following receipt by Broker of written notice that the Buyer has terminated this Buying Plan.

7.

Broker will send the Buyer written confirmation of purchases on a daily basis (showing the date of the transaction, the number of shares of Stock purchased, the price paid, settlement dates and its fees for executing the purchases). Unless otherwise directed by the Buyer, such confirmation shall be sent by email to the following individuals at the Buyer:

8.

The Buyer acknowledges and agrees that it does not have authority, influence or control over any Purchase effected by Broker pursuant to this Buying Plan and the Buyer will not attempt to exercise any authority, influence or control over Purchases. Broker agrees not to seek advice from the Buyer with respect to the manner in which it affects Purchases under this Buying Plan.

9.

This Buying Plan shall be governed by and construed in accordance with the laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto. The Buyer understands and agrees that it bears all legal and regulatory risks associated with any such modification or amendment of this Buying Plan.

10.

If any provision to this Buying Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Buying Plan will continue and remain in full force and effect.

11.

Broker will maintain in confidence the specific terms of this Buying Plan and the fact that the Buyer has entered into the Buying Plan and is engaging in the Purchases, except as required by law or as provided herein.

12.

This Buying Plan may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement.

	ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC
	Name:
	Title:

	[•]
	Name:
	Title:

Daily Number of Shares
Purchase Price Range	Low	Target	High
U.S.$ __.__ - U.S.$ __.__	___,___	___,___	___,___
U.S.$ __.__ - U.S.$ __.__	___,___	___,___	___,___
U.S.$ __.__ - U.S.$ __.__	___,___	___,___	___,___
U.S.$ __.__ - U.S.$ __.__	___,___	___,___	___,___
U.S.$ __.__ - U.S.$ __.__	___,___	___,___	___,___

1.	To receive and adopt the Company’s accounts and the reports of the directors and the auditors for the year ended 31 December 2023.

2.	To approve the directors’ remuneration report in the form set out on pages 204 to 229 of the Company’s 2023 Annual Report and accounts for the year ended 31 December 2023 (excluding the directors’ remuneration policy).

3.	To approve the new directors’ remuneration policy as set out in Part 3 of this document (explanatory notes) and detailed on pages 204 to 229 of the Company’s 2023 Annual Report.

4.	To elect Michael Woollcombe as director of the Company.

5.	To elect Michael Forsayeth as director of the Company.

6.	To elect William Aziz as director of the Company.

7.	To elect Brenda Eprile as director of the Company.

8.	To elect Debora Del Favero as director of the Company.

9.	To elect Arun Banskota as director of the Company.

10.	To elect Ryan Farquhar as director of the Company.

11.	To elect Edward C. Hall III as director of the Company.

12.	To elect Santiago Seage as director of the Company.

13.	To re-appoint Ernst & Young Chartered Accountants and Ernst & Young S.L. as auditors of the Company to hold office until 31 December 2025.

14.	To authorise the Company's Audit Committee to determine the remuneration of the auditors.

15.

That the directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the UK Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") up to an aggregate nominal amount of U.S.$ 3,868,096.5. This authorisation is requested for a period commencing on the date of the passing of this resolution and ending on the earlier of close of business on 15 July 2025 and the conclusion of the next annual general meeting of the Company unless previously renewed, varied or revoked by the Company in a general meeting, but so that the Company may make offers and enter into agreements before the expiry of such authority that would or might require shares to be allotted or Rights to be granted after such expiry and the directors may allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired. The directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

16.

That, in substitution for all existing authorities and subject to the passing of Resolution 15, the directors be and are hereby authorised to allot equity securities (within the meaning of section 560 of the UK Companies Act 2006) for cash under the authority given by Resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the UK Companies Act 2006 did not apply to any such allotment or sale, such authority be limited to:

a.

the allotment of equity securities or sale of treasury shares up to a nominal amount of U.S.$ 1,161,590.5; and

b.

the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the directors of the Company determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

17.

That if Resolution 15 is passed, the directors be and are hereby authorised in addition to any authority granted under Resolution 16 to allot equity securities (within the meaning of section 560 of the UK Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the UK Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:

a.

the allotment of equity securities or sale of treasury shares up to a nominal amount of U.S.$ 1,161,590.5, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the directors of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

b.

the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the directors of the Company determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

18.	To reduce the share premium account of the Company as it stands for the year ended 31 December 2023 by U.S.$ 200,000,000.0 and increase distributable reserves by the same amount, subject to the confirmation of the court.

19.

That the terms of certain share repurchase contracts for use in effecting purchases by the Company of ordinary shares of U.S.$ 0.10 each in the capital of the Company at any time and from time to time, copies of which are attached as Annex A to this notice, be approved pursuant to section 694 of the Companies Act 2006, as amended, provided that:

(i)

the authority hereby conferred shall, unless renewed, varied or revoked, expire on the earlier of the date of the next Annual General Meeting of the Company or close of business on 15 July 2025, whichever is earlier, unless previously renewed, varied or revoked by the Company at a general meeting;

(ii)

the maximum number of shares hereby authorised to be acquired is up to an aggregate nominal value of U.S.$ 1,742,385.8, representing approximately (and in any no case no more than) 15% of the issued ordinary share capital of the Company as at 31 December 2023 (being the latest practicable date prior to the publication of this document);

(iii)

the minimum price (excluding fees and expenses) that may be paid for any such ordinary share is U.S.$ 0.10; and

(iv)

the maximum price (excluding fees and expenses) that may be paid for any such ordinary share is an amount equal to 105% of the average of the middle market quotations for a share as derived from the NASDAQ Stock Exchange daily official list for the five business days immediately preceding the day on which such Share is contracted to be purchased,

BY ORDER OF THE BOARD

Directors: William Aziz (Independent Non-Executive Director) Arun Banskota (Non-Executive Director) Debora Del Favero (Independent Non-Executive Director) Brenda Eprile (Independent Non-Executive Director) Michael Forsayeth (Independent Non-Executive Director) Santiago Seage (CEO and Executive Director) Ryan Farquhar (Non-Executive Director) Edward C. Hall III (Independent Non-Executive Director) Michael Woollcombe (Chair and Independent Non-Executive Director) Company Secretary: Irene M. Hernandez Martin de Arriva

London, March 14, 2024

•	Proxy Statement: This Proxy Statement summarizes information about the proposals to be considered at the AGM and other information you may find useful in determining how to vote.

•	Proxy Card: The Proxy Card is the means by which you actually authorise another person to vote your shares in accordance with your instructions.

(1)

mailing a revised Proxy Card dated later than the prior Proxy Card;

(2)

voting in person at the AGM; or

(3)

notifying our Company Secretary in writing that you are revoking your proxy. Your revocation must be received before the AGM to be effective.