faq general shareholders meeting 2015 - repsol · 2016-11-25 · general shareholders meeting 2015...

AGM 2015 Translation of the original in Spanish.

In case of any discrepancy, the Spanish version prevails

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FREQUENLY ASKED QUESTIONS

GENERAL SHAREHOLDERS MEETING 2015



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INDEX

GENERAL INFORMATION

1. When will the next Ordinary General Shareholders’ Meeting be held? .......................... 4

2. Where will the Ordinary General Shareholders’ Meeting be held? ................................ 4

3. Who convenes the Ordinary General Shareholders’ Meeting and through which

means? ............................................................................................................................. 4

4. Which documents regarding the Ordinary General Shareholders’ Meeting are available

for shareholders before the Annual Meeting is held? ..................................................... 4

5. Where and how can the shareholders obtain the documents for the General

Shareholders’ Meeting 2015? .......................................................................................... 6

6. What is the supplement of the call and who can request it? .......................................... 6

7. Is it possible to submit new proposals of agreements for items included in the Agenda?

.......................................................................................................................................... 6

8. How can shareholders submit questions or make suggestions regarding the General

Shareholders’ Meeting? ................................................................................................... 7

9. Who is entitled to attend the General Shareholders’ Meeting? ..................................... 7

10. What should I do if I do not receive or I lost the attendance, proxy and distance voting

card for the Meeting? ...................................................................................................... 8

11. What should I do if any of the personal data of the attendance, proxy and distance

voting card is not correct? ............................................................................................... 8

12. How can the electronic certificate recognized and issued by the Entidad Pública de

Certificación Española (CERES) of the Fabrica Nacional de Moneda y Timbre to execute

the rights through electronic media, be obtained? ......................................................... 8

13. May shareholders attend the Meeting with a relative? .................................................. 8

14. If several shareholders appear on the attendance card, how many of them can attend

the General Shareholders’ Meeting? ............................................................................... 9

15. How can shareholders request reports or information on the items included in the

General Shareholders’ Meeting? ..................................................................................... 9

16. How can shareholders appoint a proxy for the General Shareholders’ Meeting? .......... 9

17. Is it possible to revoke a proxy? ..................................................................................... 10

18. How can I be represented by means of distance communication? ............................... 10

19. Which is the deadline to receive proxies? ..................................................................... 11

20. What happens if the proxy card does not include the name of any representative? ... 11

21. What happens if there are no specific instructions marked in the card? ...................... 11

22. What happens with the proposals of resolution not submitted by the Board or with the

items not included on the agenda may lawfully be put to the vote at the General

Shareholders’ Meeting? ................................................................................................. 11

23. How can I vote through distance communication systems? ......................................... 12

24. Which is the term for receiving the distance votes? ..................................................... 13



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25. What happens if, in relation to some of the items of the Agenda, the shareholder

sending a distance vote does not mark the corresponding box? .................................. 13

26. Which are the priority rules applicable to distance representation and voting? .......... 13

MEETING AND PASSING OF RESOLUTIONS

27. Which are the requirements to set up validly a General Shareholders Meeting? ........ 13

28. When can the General Shareholders’ Meeting modify the Bylaws? ............................. 14

29. Who chairs the General Shareholders Meeting? ........................................................... 14

30. Shareholders may speak in the General Shareholders Meeting? .................................. 14

31. How are proposals resolved at the Annual General Meeting? ...................................... 15

32. How are the General Meeting minutes approved? ....................................................... 16

ELECTRONIC SHAREHOLDERS’ FORUM

33. What is the purpose of the Forum? ............................................................................... 17

34. Who can use the Electronic Shareholders’ Forum? ....................................................... 17

35. How can I access to the Forum? .................................................................................... 17

36. What kind of messages can I send? ............................................................................... 17

37. How can I exercise my rights as a shareholder through the Electronic Forum? ............ 18

38. Can I send notices to the Company through the Electronic Forum? ............................. 18

* * *



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GENERAL INFORMATION

1. When will the next Ordinary General Shareholders’ Meeting be held?

The Ordinary General Shareholders’ Meeting has been called to be held on April 29, 2015 at

12:00 noon on first call, and on April 30, 2015, at the same time, on second call. It is expected

to hold the General Shareholders' Meeting on second call, that is, on April 30, 2015, at 12:00

noon. Otherwise, due notice will be given sufficiently in advance in an announcement

published in the daily press and on the Company’s website (www.repsol.com).

2. Where will the Ordinary General Shareholders’ Meeting be held?

The Ordinary General Shareholders’ Meeting will be held at the Palacio Municipal de

Congresos of Madrid-Spain, without number, Campo de las Naciones, of Madrid. A map for

access to the premises is available on the Company’s website (www.repsol.com), under

“Access to the site” in the General Shareholders’ Meeting section.

3. Who convenes the Ordinary General Shareholders’ Meeting and through which means?

The Ordinary General Shareholders’ Meeting is convened by the Board of Directors, publishing

the announcement in: (i) the Official Gazette of the Commercial Registry; (ii) the website of the

National Securities Market Commission (Comisión Nacional del Mercado de Valores)

(www.cnmv.es); (iii) the Company’s website (www.repsol.com), with sufficient advanced

notice and at least one (1) month before the date set for the meeting to take place, except in

those cases in which the law establishes a different notice period, in which case the period

would be in accordance with these provisions.

Likewise, information regarding the place, date and time of the General Meeting will also be

published in different newspapers.

4. Which documents regarding the Ordinary General Shareholders’ Meeting are available

for shareholders before the Annual Meeting is held?

From the publication date of the notice of call until the date of the General Shareholders’

Meeting, the following documents, among others, shall be permanently posted on the

Company’s website (www.repsol.com), save in the event of force majeure or technical

impossibility beyond its control:

1. The notice of call to the Ordinary General Shareholders’ Meeting.

2. The total number of shares and voting rights existing at the date of the meeting.

http://www.repsol.com/





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3. The Annual Financial Statements of Repsol, S.A. and the Consolidated Annual Financial

Statements of the Repsol Group for the year ended 31 December 2014.

4. The Auditors’ Report on the Annual Financial Statements of Repsol, S.A. and the

Consolidated Annual Financial Statements of the Repsol Group for the year ended 31

December 2014.

5. The Management Report of Repsol, S.A. and the Consolidated Management Report of the

Repsol Group for the year ended 31 December 2014.

6. The text of the proposed resolutions corresponding to the points on the agenda and the

reports by the Board of Directors on each of the proposed resolutions corresponding to

the points on the Agenda.

7. Identity, curriculum and category of Directors whose ratification and/or re-election is

submitted to the Shareholders´ Meeting.

8. The Annual Report on Corporate Governance for the year ended 31 December 2014.

9. The Repsol, S.A. Report on Directors’ Remuneration for the year ended 31 December 2014.

10. The Repsol, S.A. Remuneration Policy for Directors.

11. The explanatory Report of the Nomination and Compensation Committee on the Repsol,

S.A. Remuneration Policy for Directors.

12. The currently valid consolidated texts of the Articles of Association, Regulations of the

General Shareholders’ Meeting and Regulations of the Board of Directors.

13. The Activity Report of the Audit and Control Committee for the year ended 31 December

2014.

14. The model attendance, proxy and voting card for the Ordinary General Shareholders’

Meeting.

Also, when there is a supplement to the notice, the Company shall make public on its

corporate website from the date of publication of the supplement and permanently, the text

of the justified proposals according to the supplement referred to having been sent to the

Company. Similarly, the Company will post on its website the new proposals duly justified on



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matters included or that should be included in the agenda of the meeting convened that would

have been received

5. Where and how can the shareholders obtain the documents for the General

Shareholders’ Meeting 2015?

All the documents of the Ordinary General Shareholders’ Meeting will be posted on the

Company's website (www.repsol.com) in the site dedicated to the General Shareholders’

Meeting 2015 and in the Investors' Information Office, in the Company’s registered office

(Calle Méndez Álvaro, nº 44) in the following timetable: from 9:00 to 18:00 from Monday to

Friday).

Additionally, shareholders may request immediate delivery or remittance, free of charge (by e-

mail with acknowledgement of receipt if the shareholder accepts this method) copies of all the

documents for or related with the Ordinary General Shareholders’ Meeting. Requests for these

documents shall be made by ordinary post sent to the Shareholder Information Office, or by

telephone on no. 900 100 100, or by e-mail to [email protected].

Likewise, on the date of the Meeting and in the place where this Meeting takes place there will

be some points to obtain the documents of the General Shareholders’ Meeting.

6. What is the supplement of the call and who can request it?

Once the call for the General Meeting has been published, shareholders representing at least

3% of the share capital may request the publication of a supplement, including one or more

items on the agenda, these items must be accompanied by a justification or, where

appropriate, a justified proposed.

This right must be exercised by official notification sent to the Company, which must include

proof of ownership of the afore-mentioned percentage and must arrive at the business

address within five (5) days following the publication of the call.

The supplement to the call shall be published through the same media as the initial call, at

least fifteen (15) days before the date set for the Annual General Meeting.

7. Is it possible to submit new proposals of agreements for items included in the Agenda?

The shareholders representing at least 3% of the capital may submit proposed resolutions,

stating reasons, on matters already included or to be included on the meeting agenda.




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This right must be exercised by official notification sent to the Company, which must include

proof of ownership of the afore-mentioned percentage and must arrive at the business

address within 5 days following the publication of the call.

The new supported proposals of agreement as well as the all the related documents shall be

published in the Company’s website (www.repsol.com) to assure the diffusion for all the

shareholders.

8. How can shareholders submit questions or make suggestions regarding the General

Shareholders’ Meeting?

Shareholders may, at any time after identifying themselves as such, submit questions or make

suggestions through the Shareholder Information Office (by calling 900 100 100, by post to

Calle Méndez Álvaro, nº 44 28045 Madrid, or by email to [email protected]) on

matters related to the activities or interests of the company that they consider should be

discussed in the Annual General Meeting.

After the Annual General Meeting has been convened and five (5) days immediately before the

date of holding, shareholders may use the same means for submitting their comments or

suggestions in writing with respect to the proposals included in the Agenda1.

The Company’s services will examine shareholders questions, suggestions, and comments,

group these together, if appropriate, posting the reply on the Company's website

(www.repsol.com) or, if the Board of Directors deems it appropriate, submit these for the

consideration of the Annual General Meeting even though these may not be placed in the

Agenda.

Likewise, shareholders representing at least 3% of the share capital will be able to request: (i)

the publication of a supplement to the Call for the meeting, including one or more points on

the agenda, that will always include a justification/support or, in the case, a resolutions; and

(ii) present new supported resolutions of matters included in the agenda or matters that

should be included in the agenda.2

This right must be exercised by means of irrefutable notification, which must be received at

the Company's registered office within the five (5) days immediately following the publication

of the Call for the meeting.

9. Who is entitled to attend the General Shareholders’ Meeting?

1 See question number 15 2 See questions number 6 and number 7


mailto:[email protected]



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Shareholders whose shares have been registered in the appropriate stock ledger five (5) days

prior to the date set for the Shareholders’ Meeting and who have the corresponding

attendance, proxy and distance voting card may attend the Meeting, regardless the number of

shares they hold.

Attendance, proxy and voting cards shall be issued by the corresponding member of Sociedad

de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.

(hereinafter IBERCLEAR) in each case.

Registration of attendance, proxy and voting cards will begin two (2) hours before the time set

out for the Meeting.

10. What should I do if I do not receive or I lost the attendance, proxy and distance voting

card for the Meeting?

You should either request to the financial entity where your shares are deposited a duplicate

of the card or a certificate stating your shareholder position.

11. What should I do if any of the personal data of the attendance, proxy and distance

voting card is not correct?

If you want to make any changes in the personal data of the of the attendance, proxy and

distance voting card for this or for future Annual General Meetings, you should request it to

the financial entity where the shares are deposited.

In any case, once you receive the card, if the name, surname, number of identity document

(DNI) and number of shares are correct, you can assist and vote in the General Shareholders’

Meeting.

12. How can the electronic certificate recognized and issued by the Entidad Pública de

Certificación Española (CERES) of the Fabrica Nacional de Moneda y Timbre to execute

the rights through electronic media, be obtained?

In the website of the Fabrica Nacional de Moneda y Timbre (www.fnmt.es) you will find

detailed information on how to obtain this certificate.

13. May shareholders attend the Meeting with a relative?

Shareholders may attend the Meeting with a relative or any third person provided the latter

are also shareholder s or proxy holders.

http://www.fnmt.es/



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14. If several shareholders appear on the attendance card, how many of them can attend

the General Shareholders’ Meeting?

Only one of them shall have the right to attend the General Meeting, and he/she shall be

deemed to have been appointed by the other joint holders to exercise the rights accruing to a

shareholder.

15. How can shareholders request reports or information on the items included in the

General Shareholders’ Meeting?

Up until five days before the date set for the meeting, shareholders may submit writing

requests, through the Shareholder Information Office and after identifying themselves as such,

for any information or clarification they consider necessary on the items placed in the Agenda

or pose, in writing, any question that they consider relevant. Likewise, shareholders may

request information or clarification or pose questions in writing on the information accessible

to the public, provided by the Company to the Comisión Nacional del Mercado de Valores

(National Stock Market Commission) since the date of the last General Shareholders’ Meeting.

Likewise, during the General Shareholders’ Meeting, the Company's shareholders may verbally

request any information or clarification that they consider necessary on the matters included

on the agenda and, if it is not possible to comply with the shareholder's right at that moment

in time, the Board of Directors will be obliged to provide this information in writing within the

seven (7) days immediately following the termination of the meeting.

The Board of Directors is under the obligation to provide the information requested except in

cases where the Chairman considers that its dissemination could be detrimental to corporate

interests and said request is not supported with at least one quarter (25%) of share capital.

16. How can shareholders appoint a proxy for the General Shareholders’ Meeting?

Shareholders entitled to attend the Meeting may appoint a proxy who does not need to be a

shareholder to represent them in the Annual General Meeting. The appointment of the proxy

must be communicated, in writing or by the means established for distance communication,

specifically for each Annual General Meeting except in the cases provided under Article 187 of

the Companies Act, that is if the proxy is the spouse, the ancestor or the descendant of the

shareholder, or has a general attorney granted in public deed with faculties to manage the

assets that the shareholders has within the national territory.

The shareholder shall notify the designated representative in writing or by electronic means of

the proxy granted in his favor. If the proxy is granted in favor of a member of the Board of



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Directors, notification shall be deemed made upon receipt by the Company of the proxy

documents.

The shareholder shall also notify the Company, in writing or by electronic means, of both the

appointment of a proxy and revocation, if appropriate.

The Company shall be notified of the appointment of a proxy as follows: (i) by post, sending

the attendance, proxy and distance voting card to the Shareholder Information Office; (ii)

online, when the shareholder grants the proxy via the Company’s website (www.repsol.com);

or (iii) in person, upon presentation by the proxy of the attendance, proxy and distance voting

card for inclusion in the shareholder entry register on arrival at the time and place indicated

for the Shareholders’ Meeting.

17. Is it possible to revoke a proxy?

A proxy is always revocable. Personal attendance at the Shareholders’ Meeting by any

shareholder who has granted a proxy, or exercise by that shareholder of distance voting, by

electronic means or by post, shall automatically revoke the appointment of the designated

proxy.

18. How can I be represented by means of distance communication?

The means of communication valid for distance voting are as follows:

(i) Postal vote

To vote by post on the items on the Agenda, shareholders must complete and sign the

“Distance Voting” section of the attendance, proxy and distance voting card issued by the

member of Iberclear with which they have deposited their shares

Once the appropriate section of the card has been completed and signed -with a handwritten

signature-, the shareholder must send it to the Company, for the attention of the Shareholder

Information Office at Calle Méndez Álvaro, nº 44 28045 Madrid.

If the card issued by the member of IBERCLEAR does not incorporate the “Distance Voting”

section or if it is incomplete, the shareholder may use the model card available on the

Company’s website (www.repsol.com) and at the Shareholder Information Office. That card,

duly signed, must be sent to the Company (by the shareholder or his appointed proxy)

together with the corresponding card issued by the member of IBERCLEAR, which must also

contain the handwritten signature of the voting shareholder.



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(ii) Electronic vote

Shareholders may vote on the items on the Agenda for the Shareholders’ Meeting through the

Company’s web site (www.repsol.com), entering the General Shareholders’ Meeting 2015

page and following the procedure established there, provided the shareholder has an

electronic DNI (national identity document) or a recognized or advanced electronic signature,

based on a recognized, valid electronic certificate issued by Entidad Pública de Certificación

Española (CERES), of Fábrica Nacional de Moneda y Timbre, and uses one of these means to

identify himself.

19. Which is the deadline to receive proxies?

In order to be valid, postal or electronic proxies must be received by the company no later

than 24:00 on 28 April 2015. After this time, the Company will only accept the proxies made in

writing on the attendance, proxy and voting cards presented for inclusion in the shareholder

entry register on arrival at the time and place indicated for the Shareholders’ Meeting.

20. What happens if the proxy card does not include the name of any representative?

If the name of the proxy is left blank on the proxy form received by the Company, it will be

presumed granted in favor of the Chairman of the Board or, in his absence, the Secretary of

the General Shareholders’ Meeting.

21. What happens if there are no specific instructions marked in the card?

The voting instructions shall be set out in proxy forms. If the corresponding instruction boxes

are not marked, the represented shareholder will be deemed to have issued specific

instructions to vote for the proposed resolutions submitted by the Board.

22. What happens with the proposals of resolution not submitted by the Board or with the

items not included on the agenda may lawfully be put to the vote at the General

Shareholders’ Meeting?

Save otherwise indicated by the represented shareholder, the proxy will be deemed extended

to proposed resolutions not submitted by the Board of directors or any business which,

although not included on the agenda, may lawfully be put to the vote at the General

Shareholders’ Meeting. In this case, unless otherwise indicated by the represented

shareholder, the latter will be deemed to have issued specific instructions to vote against the

proposal.




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Pursuant to Articles 523 and 526 of the Companies Act, the Board of Directors informs

shareholders as follows: (i) the Chairman of the Board of Directors and other Board members

may be in a potential conflict of interest in respect of points second (Review and approval, if

appropriate, of the management of corporate affairs by the Board of Directors of Repsol, S.A.

during 2014), nineteenth (Examination and approval, if appropriate, of the Remuneration

Policy for Directors of Repsol, S.A.) and twentieth (Advisory vote on the Repsol, S.A. Annual

Report on Directors’ Remuneration for 2014); (ii) the Directors whose ratification and/or re-

election is proposed in each on the points twelfth, thirteenth, fourteenth, fifteenth, sixteenth,

seventeenth, eighteenth, are in a conflict of interest in respect of those points; and (iii) if one

or some of the proposals contemplated in the Companies Act, Art. 526, indents (b) (removal)

or (c) (exercise of a corporate action for liability), the director or directors affected by those

proposals would be in a conflict of interest for the voting thereof.

23. How can I vote through distance communication systems?

The means of communication valid for distance voting are the postal and electronic means.

Postal vote

To vote by post on the items on the Agenda, shareholders must complete and sign the

“Distance Voting” section of the attendance, proxy and distance voting card issued by the

member of IBERCLEAR with which they have deposited their shares.

Once the appropriate section of the card has been completed and signed -with a handwritten

signature-, the shareholder must send it to the Company, for the attention of the Shareholder

Information Office at Calle Méndez Álvaro, nº 44 28045 Madrid.

If the card issued by the member of IBERCLEAR does not incorporate the “Distance Voting”

section or if it is incomplete, the shareholder may use the model card available on the

Company’s website (www.repsol.com) and at the Shareholder Information Office. That card,

duly signed, must be sent to the Company together with the corresponding card issued by the

member of IBERCLEAR, which must also contain the handwritten signature of the voting

shareholder.

Electronic vote

Shareholders may vote on the items on the Agenda for the Shareholders’ Meeting through the

Company’s web site (www.repsol.com), entering the General Shareholders’ Meeting 2015

page and following the procedure established there, provided the shareholder has an

electronic DNI (national identity document) or a recognised or advanced electronic signature,

based on a recognised, valid electronic certificate issued by Entidad Pública de Certificación



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Española (CERES), of Fábrica Nacional de Moneda y Timbre, and uses one of these means to

identify himself.

24. Which is the term for receiving the distance votes?

In order to be valid, postal or electronic votes must be received by the company no later than

24:00 on 28 April 2015.

25. What happens if, in relation to some of the items of the Agenda, the shareholder

sending a distance vote does not mark the corresponding box?

If the shareholder sending a distance vote fails to mark any of the boxes provided for any of

the items on the Agenda, he will be presumed to vote for the Board’s proposal.

26. Which are the priority rules applicable to distance representation and voting?

Personal attendance of the general meeting by a shareholder who has previously granted a

proxy or voted through distance communication, by whatsoever means used, will render that

distance proxy or vote void.

If a shareholder validly issues both a distance vote and a proxy, the former will prevail.

Similarly, electronic votes and proxies will prevail over those sent by post.

Electronic votes and proxies may be rendered void through express revocation by the

shareholder through the same means.

If the Company receives two or more postal votes from the same shareholder, the latest such

vote received shall prevail. The same rule will be applicable if the Company receives by post

two or more proxies from the same shareholder.

Any of the joint holders of shares deposited may vote, grant proxies or attend and the rules of

priority established in this section will be applicable between them. Pursuant to section 126 of

the corporate Enterprises Act, the joint holder is presumed to be designated by the remaining

joint holders to exercise their shareholders’ rights every time he takes any action (proxy,

voting or attendance, in person or distance).

MEETING AND PASSING OF RESOLUTIONS

27. Which are the requirements to set up validly a General Shareholders Meeting?



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Shareholders’ meetings shall be quorate on first call when attended, in person or by proxy, by

shareholders representing at least twenty-five per cent of the subscribed voting capital.

On second call, the shareholders’ meeting shall be valid regardless of the capital attending.

In order to validly resolve on any amendment of the Bylaws, including an increase or reduction

of capital, an issue of debentures, cancellation or limitation of shareholders’ preferential

subscription right over new shares, the transformation, merger, demerger, global assignment

of assets and liabilities, moving the registered office abroad or winding up of the Company, the

general meeting shall necessarily be attended on first call, in person or by proxy, by

shareholders representing at least fifty per cent (50%) of the subscribed voting capital. On

second call, the attendance of twenty-five per cent (25%) of that capital shall be sufficient.

28. When can the General Shareholders’ Meeting modify the Bylaws?

In general, the General Shareholders’ Meeting may validly resolve on any amendment of the

Bylaws, if the capital present or represented at the meeting exceeds fifty per cent (50%) of the

subscribed capital with voting rights, the favourable votes of the absolute majority shall

suffice, such that the resolution shall be deemed adopted when the votes in favour represent

more than half of the votes corresponding to all the shares present and represented at the

meeting. When shareholders attending the meeting on second call represent twenty-five per

cent (25%) or more of the subscribed capital with voting rights but less than fifty per cent

(50%), the favourable vote of two-thirds of the capital present or represented at the

Shareholders’ Meeting will be required.

29. Who chairs the General Shareholders Meeting?

The General Shareholders’ Meeting is chaired by the Chairman of the Board, or in his absence

by a Vice-Chairman, or otherwise by a shareholder elected in each case by the shareholders

attending the meeting.

The Chairman shall be assisted by a Secretary, who shall be the Secretary of the Board, or in his

absence the Vice-secretary of the Board or otherwise such person as may be appointed by the

Shareholders’ Meeting.

30. Shareholders may speak in the General Shareholders Meeting?

Before beginning his report on the year and the proposals to be submitted to the Annual

General Meeting, and for the smooth running of the event, shareholders, who want to speak,

are asked to show their attendance card to the staff at the Table, who will organise their

speaking turns.



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When the Chairman has ended his speech on the most relevant aspects of the year, he will

give the word to the shareholders who have so requested, and will guide and maintain the

debate within the limits set by the Agenda except as stipulated in Articles 223, 1 and 238 of

the Companies Act. The Chairman will end the debate when he deems that the matter has

been sufficiently debated.

31. How are proposals resolved at the Annual General Meeting?

In general, resolutions shall be adopted by simple majority, such that a resolution shall be

deemed adopted whenever it receives more votes for than against from those cast by the

capital present or represented at the meeting, with the exceptions established in the Law and

the Bylaws.

Save otherwise indicated by the Chairman, the procedure for adopting resolutions shall follow

the Agenda set forth in the notice of call. Resolutions proposed by the Board shall be first put

to the vote and, then, if appropriate, those proposed by others following their priority in time.

In any event, once a proposed resolution has been adopted, all other relating to the same

matter and which are incompatible therewith shall be withdrawn and therefore, not be put to

the vote. The Chairman will decide on the order to vote the proposed resolutions on matters

that, although not included in the Agenda, may be put to the vote at the General Meeting.

As a rule and without prejudice to the possibility, at the discretion of the Chairman, of using

the system by acclaim or raised hands or other alternative systems, the procedure for voting

on the proposed resolutions shall be as follows:

(i) In the voting of the proposed resolutions corresponding to items on the agenda, a system

of negative deduction shall be used, whereby all the votes corresponding to the shares

attending and represented shall be considered votes for the proposal, deducting (a) the

votes corresponding to any shares whose holders or proxies declare that they vote against

or abstain, notifying or expressing their vote or abstention to the notary (or otherwise the

secretary or assistants), to be put on record, (b) the votes corresponding to any shares

whose holders or proxies have voted against or expressly abstained through distance

voting means considered valid according to these Regulations, and (c) the votes

corresponding to any shares whose holders or proxies have left the meeting prior to voting

on the relevant proposed resolution and informed the notary (or otherwise the secretary

or assistants) of their departure.

(ii) In the voting of proposed resolutions on matters not included on the agenda, a system of

positive deduction shall be used, whereby all the votes corresponding to the shares

attending and represented shall be considered votes against the proposal, deducting (a)



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the votes corresponding to any shares whose holders or proxies declare that they vote for

or abstain, notifying or expressing their vote or abstention to the notary (or otherwise the

secretary or assistants), to be put on record, and (b) the votes corresponding to any shares

whose holders or proxies have left the meeting prior to voting on the relevant proposed

resolution and informed the notary (or otherwise the secretary or assistants) of their

departure.

(iii) The notifications or declarations to the notary or secretary contemplated in the preceding

two paragraphs regarding voting or abstention may be made individually for each of the

proposed resolutions or jointly for several, or for them all, informing the notary (or

otherwise the secretary or assistants) of the identity and status -shareholder or proxy- of

the person making such declarations, the number of shares to which they refer and the

vote cast, or abstention as the case may be.

(iv) The shares of shareholders who participate in the general meeting through distance voting

prior to the general meeting will not be taken into account as shares attending or

represented for adopting resolutions on business not included on the agenda. Similarly,

any shares whose voting rights cannot be exercised by application of article 526.1 of the

Companies Act will not be considered attending or represented for adopting any of the

resolutions contemplated in that provision.

32. How are the General Meeting minutes approved?

The minutes of the General Meeting may be approved by the General Shareholders’ Meeting

itself following completion or, failing that, within a timeframe of fifteen days, by the Chairman

of the General Meeting and two shareholders, one representing the majority and the other the

minority. The minutes approved in either of these cases, shall be conceded enforceability as of

the date of approval.

In the event that the General Meeting is held in presence of a Notary, the notarial deed shall

be considered as the minutes to the meeting, and as such, approval thereof is not required.

Under normal circumstances and in adherence to article 203 of the Companies Act, the Board

of Directors requires the presence of a Notary in the Annual General Meeting in order to write

the minutes of the General Meeting. The Board of Directors shall also be required to do so if

requested by shareholders representing at least 1% of the share capital.



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ELECTRONIC SHAREHOLDERS’ FORUM

33. What is the purpose of the Forum?

The forum is enabled to facilitate communication among the Company’s shareholders on

occasion of the call to and until the holding of each General Shareholders’ Meeting.

Shareholders may gain access thereto through the corporate website (www.repsol.com) on

occasion of the call to and until the holding of the General Shareholders’ Meeting.

34. Who can use the Electronic Shareholders’ Forum?

Access and use of the Forum is limited exclusively to individual shareholders of the Company

and to voluntary associations of shareholders that are validly organised and registered in the

special registry created for such purpose at the National Securities Market Commission in

accordance with section 539.2 of the Companies Act and the regulations thereunder.

35. How can I access to the Forum?

In order to be able to access and use the Forum, shareholders must register themselves

through the website (www.repsol.com) to obtain the specific password for access, following

the instructions and conditions for using the Forum available on section General Shareholders’

Meeting 2015 of the Company’s web page. Shareholders may obtain the password, provided

they have an electronic DNI (national identity document) or a recognised or advanced

electronic signature, based on a recognised, valid electronic certificate issued by Entidad

Pública de Certificación Española (CERES), of Fábrica Nacional de Moneda y Timbre.

36. What kind of messages can I send?

The Forum may post exclusively:

Proposals on new points of the Agenda that are intended to be presented as a

complement to the notice of call of the General Meeting, provided that these

proposals include a justification or a justified proposal of agreement.

Adhesion requests to such proposals.

Initiatives to achieve a sufficient percentage to exercise a minority right established

in current regulations.

Offers or requests of voluntary representation.





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Likewise, the shareholders may present, on the term and in the manner indicated, backed-up

proposals for agreements on points already included in the Agenda of the General Meeting or

that should be included.

37. How can I exercise my rights as a shareholder through the Electronic Forum?

All of the rights and powers (whether to obtain information, make proposals or of any other

kind) that shareholders or, to the extent allowed, associations of shareholders, wish to

exercise must be exercised through legally established channels, pursuant to the provisions of

Law, the bylaws or the rules and regulations, other internal rules of the Company and the

notice of the call to meeting. The Forum shall not be in any event a valid channel for such

purposes.

38. Can I send notices to the Company through the Electronic Forum?

The Forum does not constitute a channel of communication between the Company and

Registered Users. Thus, no message sent to or posted on the Forum shall in any event be

deemed notice to the Company for any purpose, and especially not for purposes of exercising

any rights held by Registered Users, whether individually or collectively, nor shall it replace any

of the requirements under the Law, the bylaws or the rules and regulations or other internal

rules of the Company for the exercise of any such rights or for carrying out initiatives or

activities of the shareholders.

* * *

NOTE: The answers given are indicative, subject to the strict application of the current

legislation (Companies Act, Bylaws and Regulations of the General Shareholders Meeting)

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