Information on the General Shareholders' Meeting and the resolutions adopted
Repsol, S.A. held its General Shareholders' Meeting on May 20th, 2016, at 12 p.m. on the second call. It took place at the Palacio Municipal de Congresos, Avenida de la Capital de España-Madrid, no number, Campo de las Naciones. The number of shareholders who attended or were represented in the meeting was 30,065, holding a total number of 762,280,280 shares and accounting for 52.871% of the Company’s share capital. After declaring quorum, the Chairman of Repsol, Mr. Antonio Brufau Niubó, and the CEO, Mr. Josu Jon Imaz, informed shareholders, among others matters, of the environment, forecasts, and most relevant events that took place in the 2015 fiscal year. The presentation was followed by a question and answer session, in which the Chairman and the CEO answered shareholders' questions. t the end of this session, the proposed resolutions submitted by the Board of Directors concerning each of the items of the Agenda were read and voted. The results of the vote on the proposed resolutions corresponding to each of the items of the Agenda were as follows:
| Resolutions | Number of shares | Percentage of share capital in attendance (1) | |
| One. Review and approval, where appropriate, of the Annual Financial Statements and Management Report of Repsol, S.A., the Consolidated Annual Financial Statements and Consolidated Management Report, for the fiscal year ending on December 31st, 2015. | For | 761,421,819 | 99.887% |
| Against | 511,556 | 0.067% | |
| Abstentions | 310,874 | 0.041 % | |
| Two. Review and approval, where appropriate, of the proposed application of profits for the 2015 fiscal year. | For | 758,837,488 | 99.548 % |
| Against | 3,077,496 | 0.404 % | |
| Abstentions | 329,265 | 0.043 % | |
| Three. Review and approval, where appropriate, of the management of the Board of Directors of Repsol, S.A. corresponding to the 2015 fiscal year. | For | 753,737,057 | 98.915 % |
| Against | 765,898 | 0.101 % | |
| Abstentions | 7,466,651 | 0.980 % | |
| Four. Appointment of the Auditor of the Financial Statements of Repsol, S.A. and its Consolidated Group for the 2016 fiscal year. | For | 756,036,995 | 99.181 % |
| Against | 5,922,428 | 0.777 % | |
| Abstentions | 284,826 | 0.037 % | |
| Five. Increase in share capital of a determinable amount pursuant to the terms of the resolution, through the issue of new ordinary shares of EUR 1 (one euro) par value each, of the same class and series as those outstanding, charged to reserves and offering shareholders the possibility of selling the free-of-charge allocation rights to the Company itself or on the market. Delegation of powers to the Board of Directors or, by substitution, to the Delegate Committee or the CEO, to fix the date the increase is to be implemented and all other terms of the increase not provided for by the General Shareholders' Meeting, all in accordance with article 297(1)(a) of the Corporate Enterprises Act. Application to the competent bodies for admission of the newly issued shares to trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges through the Spanish Automated Quotation System, in addition to any other stock exchanges or securities markets where the Company's shares are or could be listed. | For | 757,868,776 | 99.421 % |
| Against | 3,846,818 | 0.505 % | |
| Abstentions | 528,655 | 0.069 % | |
| Six. Second increase in share capital of a determinable amount pursuant to the terms of the resolution, through the issue of new ordinary shares of EUR 1 (one euro) par value each, of the same class and series as those outstanding, charged to reserves and offering shareholders the possibility of selling the free-of-charge allocation rights to the Company itself or on the market. Delegation of powers to the Board of Directors or, by substitution, to the Delegate Committee or the CEO, to fix the date the increase is to be implemented and all other terms of the increase not provided for by the General Shareholders' Meeting, all in accordance with article 297(1)(a) of the Corporate Enterprises Act. Application to the competent bodies for admission of the newly issued shares to trading on the Madrid, Barcelona, Bilbao and Valencia stock exchanges through the Spanish Automated Quotation System, in addition to any other stock exchanges or securities markets where the Company's shares are or could be listed. | For | 757,848,134 | 99.419 % |
| Against | 3,859,884 | 0.506 % | |
| Abstentions | 536,231 | 0.070 % | |
| Seven. Stock Purchase Plan for beneficiaries of Long-term Compensation Programs. | For | 745,843,726 | 97.844 % |
| Against | 15,669,164 | 2.056 % | |
| Abstentions | 731,359 | 0.096 % | |
| Eight. Reelection of Mr. Isidro Fainé Casas as Director. | For | 577,437,095 | 75.751 % |
| Against | 183,381,406 | 24.057 % | |
| Abstentions | 1,425,748 | 0.187 % | |
| Nine. Ratification of the appointment through co-optation and reelection of Mr. Gonzalo Gortázar Rotaeche as Director. | For | 603,096,473 | 79.117 % |
| Against | 157,413,235 | 20.650 % | |
| Abstentions | 1,734,541 | 0.228 % | |
| Ten. Advisory vote on the Annual Report on the Compensation of the Directors of Repsol, S. A. for the 2015 fiscal year. | For | 723,988,096 | 95.011 % |
| Against | 37,136,074 | 4.873 % | |
| Abstentions | 845,436 | 0.111 % | |
| Eleven. Implementation of a compensation system for the CEO based on the value of shares. | For | 726,970,624 | 95.368 % |
| Against | 34,620,905 | 4.542 % | |
| Abstentions | 652,720 | 0.086 % | |
| Twelve. Delegation of powers to interpret, supplement, develop, execute, remedy, and formalize the resolutions adopted by the shareholders at the General Shareholders' Meeting. | For | 754,369,141 | 98.962 % |
| Against | 571,794 | 0.075 % | |
| Abstentions | 7,303,314 | 0.958 % |
Repsol has treasury shares which, pursuant to Article 148 of the Corporate Enterprises Act, are included in the calculation of the attending and voting quorum of the General Shareholders' Meeting, although their voting rights and all other political rights attached to them are suspended.
(1) The effect of the treasury shares has been taken into account in the calculation of the percentage of votes for and against and abstentions of the share capital present that are published on the website.