UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
(Name of Issuer)
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Ordinary Shares, €3.00505 nominal value per share
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(Title of Class of Securities)
(CUSIP Number)
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Ignacio Gonzalez Dominguez
Valgrande, 6
28108, Alcobendas, Madrid, Spain
(34) 902-33-55-99
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box
¨
.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be
sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see
the
Notes
).
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CUSIP No.
E90215109
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13D/A
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Page
1
of
7
Pages
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1
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NAME OF REPORTING PERSONS
Abengoa, S.A.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
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(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Kingdom of
Spain
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC, CO
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CUSIP No.
E90215109
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13D/A
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Page
2
of
7
Pages
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1
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NAME OF REPORTING PERSONS
Telvent Corporation S.L.
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Kingdom of
Spain
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
CO
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CUSIP No.
E90215109
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13D/A
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Page
3
of
7
Pages
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1
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NAME OF REPORTING PERSONS
Siema AG
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE
INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
0
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12
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CHECK IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
HC, CO
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CUSIP No.
E90215109
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13D/A
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Page
4
of
7
Pages
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This Fifth Amendment to Schedule 13D relates to and amends the Statement of
Beneficial Ownership on Schedule 13D, initially filed on November 6, 2008, and as amended by Amendment No. 1 on June 12, 2009, Amendment No. 2 on September 23, 2009, Amendment No. 3 on December 3, 2009 and
Amendment No. 4 on June 1, 2011 (collectively, Schedule 13D) of Abengoa, S.A., a
sociedad anonima
organized under the laws of the Kingdom of Spain (Abengoa), Siema AG, a company organized under the laws of
Switzerland (Siema), and Telvent Corporation, S.L., a
sociedad limitada
organized under the laws of Spain (Telvent Corporation, and together with Abengoa and Siema, each a Reporting Person and collectively,
the Reporting Persons) with respect to the ordinary shares, nominal value 3.00505 per share (the Shares), of Telvent GIT, S.A., a sociedad anonima organized under the laws of the Kingdom of Spain
(Telvent, or the Issuer).
Items 4, 5 and 7 are hereby supplemented and amended.
Item 4. Purpose of Transaction
Item 4 of Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Tender of Shares
Pursuant to the terms of the Transaction Agreement, on
June 21, 2011, Purchaser commenced the Offer to acquire all of the issued and outstanding Shares of Telvent, at the Offer Price, without interest thereon. Pursuant to the terms of the Irrevocable Undertaking, the Stockholders tendered all their
Shares in the Offer. The offer expired at 5:00 PM, New York City time, on August 30, 2011, and on September 1, 2011, Purchaser accepted for payment all issued and outstanding Shares of Telvent validly tendered and not properly withdrawn in
the Offer in accordance with the terms of the Offer, including those Shares owned by the Reporting Persons.
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CUSIP No.
E90215109
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13D/A
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Page
5
of
7
Pages
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Item 5. Interest in Securities of the Issuer.
Items 5(a), (b), (c), (d) and (e)of the Schedule 13D are hereby amended and restated in their entirety as set forth below:
(a) As a result of the transactions described in Item 4 herein, none of the Reporting Persons beneficially own any
Shares of Telvent as of September 1, 2011.
(b) As a result of the transactions described in Item 4 herein,
none of the Reporting Persons beneficially own any Shares of Telvent as of September 1, 2011.
(c) Except for the
tender and acceptance of the Reporting Persons Shares in the Offer, as described in Item 4 herein, during the last sixty days there were no transactions in the Shares effected by the Reporting Persons, nor, to the best of their knowledge,
any of the directors or executive officers listed in Schedule A.
(d) Except as set forth in this Schedule 13D,
including in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares that may be deemed to be beneficially owned by the Reporting Persons.
(e) As a result of the transactions described in Item 4 herein, none of the Reporting Persons beneficially own any
Shares of Telvent as of September 1, 2011.
Item 7. Material to be Filed as Exhibits.
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Exhibit
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Description
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99.1
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Joint Filing Agreement, dated September 1, 2011, Abengoa, S.A., Telvent Corporation S.L. and Siema AG, pursuant to Rule 13d-1(k)(1).
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CUSIP No.
E90215109
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13D/A
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Page
6
of
7
Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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ABENGOA, S.A.
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Dated: September 1, 2011
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By:
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/s/ Miguel Angel Jiménez-Velasco Mazarío
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Name:
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Miguel Angel Jiménez-Velasco Mazarío
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Title:
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Attorney
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TELVENT CORPORATION S.L.
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Dated: September 1, 2011
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By:
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/s/ Miguel Angel Jiménez-Velasco Mazarío
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Name:
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Miguel Angel Jiménez-Velasco Mazarío
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Title:
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Chairman
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Dated: September 1, 2011
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By:
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/s/ José Marcos
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Name:
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José Marcos
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Title:
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Director
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Dated: September 1, 2011
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By:
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/s/ Juan Carlos Jiménez
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Name:
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Juan Carlos Jiménez
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Title:
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Director
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SIEMA AG
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Dated: September 1, 2011
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By:
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/s/ Miguel Angel Jiménez-Velasco Mazarío
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Name:
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Miguel Angel Jiménez-Velasco Mazarío
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Title:
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Chairman
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Dated: September 1, 2011
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By:
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/s/ Juan Carlos Jiménez
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Name:
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Juan Carlos Jiménez
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Title:
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Director
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Telvent Git, (NASDAQ:TLVT)
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Telvent Git, (NASDAQ:TLVT)
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