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Information on the General Shareholders' Meeting and the resolutions adopted

Repsol, S.A. has held its General Shareholders Meeting on March 28th, 2014, on first call, at 12:00 at Palacio Municipal de Congresos, Avenida de la Capital de España-Madrid, without number, Campo de las Naciones. The number of shareholders who attended or were represented in the meeting was 33,820 holding a total number of 852,037,685 shares that represent 64.328% of the Company’s share capital. The Chairman and Chief Executive Officer of Repsol, Mr. Antonio Brufau Niubó, after declaring the existence of quorum, informed shareholders of the Company’s most relevant events happened on the 2013 fiscal year ended. Following the presentation, a question and answer period began with the Chairman answering to shareholders queries. Once this period finished, the shareholders voted the proposals of resolution submitted by the Board of Directors concerning each of the items of the Agenda. The vote to the proposals of resolution corresponding to each of the items of the Agenda was as follows:

 

Resolutions
Number of shares Percentage over the share capital attending (1)

First. Review and approval, if appropriate, of the Annual Financial Statements and Management Report of Repsol, S.A., the Consolidated Annual Financial Statements and Consolidated Management Report, for fiscal year ended 31 December 2013, and approval of the proposal for the allocation of profit/losses.

For

 848,388,306 99.758%

Against

 1,151,806 0.135%

Abstention

 907,588  
0.107%

Second. Review and approval, if appropriate, of the management of the Board of Directors of Repsol, S.A. during 2013.

For

 848,474,888 99.768%

Against

 1,055,512 0.124%

Abstention

 917,300 0.108%

Third. Appointment of the Accounts Auditor of Repsol, S.A. and its Consolidated Group for fiscal year 2014.

For

 844,975,872 99.357%

Against

 4,285,257 0.504%

Abstention

 1,186,571 0.140%

Fourth. Submission for ratification of the General Shareholders’ Meeting of the “Convenio de Solución Amigable y Avenimiento de Expropriación” executed between Repsol, S.A. and the Republic of Argentina, addressed to end the controversy over the expropriation of the controlling stake of Repsol, S.A. and its subsidiaries in YPF, S.A. and YPF Gas, S.A.

For

 848,293,593 99.747%

Against

 357,590 0.042%

Abstention

 1,796,517 0.211%

Fifth. Increase of share capital in an amount determinable pursuant to the terms of the resolution, by issuing new common shares having a par value of one (1) euro each, of the same class and series as those currently in circulation, charged to voluntary reserves, offering the shareholders the possibility of selling the free-of-charge allocation rights to the Company itself or on the market. Delegation of authority to the Board of Directors or, by delegation, to the Delegate Committee, to fix the date the increase is to be implemented and the terms of the increase in all respects not provided for by the General Meeting, all in accordance with article 297.1.(a) of the Companies Act. Application for official listing of the newly issued shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges through the Spain's Continuous Market and on the Buenos Aires stock exchange.

For

 848,125,416 99.727%

Against

 1,152,524  
0.136%

Abstention

 1,169,760 
0.138%

Sixth. Second capital increase in an amount determinable pursuant to the terms of the resolution, by issuing new common shares having a par value of one (1) euro each, of the same class and series as those currently in circulation, charged to voluntary reserves, offering the shareholders the possibility of selling the free-of-charge allocation rights to the Company itself or on the market. Delegation of authority to the Board of Directors or, by delegation, to the Delegate Committee, to fix the date the increase is to be implemented and the terms of the increase in all respects not provided for by the General Meeting, all in accordance with article 297.1.(a) of the Companies Act. Application for official listing of the newly issued shares on the Madrid, Barcelona, Bilbao and Valencia stock exchanges through Spain's stock exchange Market and on the Buenos Aires stock exchange.

For

 848,120,710 99.726%

Against

 1,158,639  
0.136%

Abstention

 1,168,351  
0.137%

Seventh. Approval of a reduction in share capital by means of the acquisition of treasury shares representing a maximum of 2.05% of the share capital through a buy-back programme, for the retirement thereof, with a maximum investment in treasury shares of 500 million euro. Delegation of powers to the Board of Directors, with the express power of substitution, including, among others, the powers to amend article 5 and 6 of the By-Laws, related to Share Capital and Shares, and to apply for the delisting of the retired shares and for the removal thereof from the book-entry registers.

For

 847,106,465 99.607%

Against

 1,148,178  
0.135%

Abstention

 2,193,057  
0.258%

Eighth. Amendment with the aim of strengthening the integrated development of the Exploration and Production (Upstream) and Refining and Marketing (Downstream) businesses. Amendments of articles 15 (“Shareholders’ Meeting”) and 22 (“Special resolutions, quorums and voting majorities””) of the By-Laws and articles 3 (“Powers of the General Meeting”) and 13 (“Debate and adoption of resolutions”) of the Regulations of the Shareholders’ Meeting.

For

 524,989,111 61.731%

Against

 324,317,148  
38.135%

Abstention

 1,141,441  
0.134%

Ninth. Amendment with the aim of strengthening the regulations of the Nomination and Compensation Committee. Addition of a new Article 39 bis and amendment of Article 37 (“Committees of the Board”) of the By-Laws.

For

 849,243,170 99.858%

Against

 304,770  
0.036%

Abstention

 899,760  
0.106%

Tenth. Amendment related to the statutory regulation of the interim dividend, in order to permit the possibility of its payment in kind. Amendment of Article 53 (“Interim dividends”) of the By-Laws.

For

 849,024,373 99.833%

Against

 132,967  
0.016%

Abstention

 1,290,360  
0.152%

Eleventh. Amendment concerning regulation of the issuing of attendance, proxy and distance voting cards for General Shareholders’ Meetings. Amendment of Article 23 (“Right to attend and vote”) of the By-Laws and of Articles 5 (“Notice of call”) and 7 (“Right to attend and vote”) of the Regulations of the Shareholders’ Meeting.

For

 848,435,998 99.763%

Against

 76,584  
0.009%

Abstention

 1,935,118  
0.228%

Twelfth. Amendment in order to adapt Article 45 bis of the By-Laws, related to the Report on the Remuneration Policy, to the legal name of the report. Amendment of Article 45 bis (“Report on the Remuneration Policy for Directors”) of the By-Laws.

For

 849,412,668 99.878%

Against

 114,714  
0.013%

Abstention

 920,318  
0.108%

Thirteenth. Re-election of Ms. Paulina Beato Blanco as Director.

For

 845,426,287 99.410%

Against

 2,950,834  
0.347%

Abstention

 2,070,579  
0.243%

Fourteenth. Re-election of Mr. Artur Carulla Font as Director.

For

 843,019,864 99.127%

Against

 5,078,347 0.597%

Abstention

 2,349,489  
0.276%

Fifteenth. Re-election of Mr. Javier Echenique Landiríbar as Director.

For

 842,001,066 99.007%

Against

 5,070,800 0.596%

Abstention

 3,375,834  
0.397%

Sixteenth. Re-election of Mr. Henri Philippe Reichstul as Director.

For

 842,254,036 99.037%

Against

 5,322,126 0.626%

Abstention

 2,871,538  
0.338%

Seventeenth. Re-election of Pemex Internacional España, S.A. as Director.

For

 826,928,102 97.234%

Against

 21,417,836 2.5148%

Abstention

 2,101,762  
0.247%
Eighteenth. Advisory vote on the Annual Report on the Remuneration of Directors of Repsol, S.A. for 2013.

For 824,037,680 96.895%
Against 24,753,477 2.911%
Abstention 1,656,543 0.1945%
Nineteenth. Delegation to the Board of Directors, within the provisions of article 297.1.b) of the Companies Act, of the power to resolve the increase of the capital stock, once or on several occasions and at any time within a period of five years, through monetary contributions, up to the nominal maximum amount of 662,258,010 euro, leaving without effect, the second resolution approved by the General Shareholders’ Meeting held on April 30, 2010 under the seventh point of the Agenda. Delegation of the powers to exclude the preferential subscription rights in accordance with article 506 of the Companies Act. For 774,603,455 91.082%
Against 74,668,263 8.780%
Abstention 1,175,982 0.138%
Twentieth. Authorization to the Board of Directors, with express power of delegation, for the derivative acquisition of shares of Repsol, S.A., directly or through subsidiaries, within a period of 5 years from the resolution of the Shareholders Meeting, leaving without effect, in the part not used, the authorization granted by the Annual General Shareholders Meeting held on April 30, 2010 under point sixth of the Agenda. For 843,281,988 99.157%
Against 6,284,861 0.739%
Abstention 880,851 0.104%
Twenty-first. Delegation of powers to interpret, supplement, develop, execute, rectify and formalize the resolutions adopted by the General Shareholders’ Meeting.
For 849,458,023 99,884%
Against 77,470 0.009%
Abstention 912,207 0.107%

 

Repsol has treasury shares which, according to article 148 of the Companies Act, are reckoned to calculate the attending and voting quorum although they do not vote since their voting rights and all other political rights attached to them are suspended.

(1) When calculating the percentage that the votes for and against and abstentions represent among the attending share capital and which is published on the web page, it has not been considered the effects derived from the treasury shares.