Repsol YPF

- What types of Annual General Meetings can be convened?

Two different types of Annual General Meetings may be convened:

• The Ordinary Annual General Meeting, that must be convened within the first six months of each year to: approve corporate management, if so required, the prior years financial statements and the application of funds.   It may also adopt agreements on matters submitted for its consideration.
• Extraordinary Shareholders Meeting: all General Shareholders meetings other than the above.      

- When and who convenes the General Shareholders and Extraordinary General Meetings?

The Annual General Meeting and Extraordinary General meetings are convened by the Board of Directors, publishing the announcement in the Official Gazette of the Mercantile Registry and in one of the newspapers with the largest circulation in the province of the Company's registered office with sufficient advanced notice and at least one 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.  

This notice provides information on the date and venue of the first call of the meeting and the matters included in the Agenda as well as the date, if pertinent, of the second requisition for the meeting.

A copy of the notice convening the AGM will be published on the Company's website. A copy of this notice will also be sent to the stock exchanges where the shares are listed and to the custodian banks so they can issue the attendance cards.

The Board must call an Extraordinary General Meeting when shareholders owning at least five percent of share capital request such a meeting.  Shareholders must mention in their request the matters they wish to be included in the agenda. In this case, the Board of Directors will have a maximum of fifteen days from the moment in which they receive the notarised notice, to call the meeting with the minimum legal notice period. 

- What items are included in the AGM agenda for shareholders approval?

The following items are included in the AGM agenda for the approval of shareholders by majority vote:

• Approval, if appropriate, of the Financial Statements of Repsol YPF, S.A. and Consolidated Financial Statements of Repsol YPF, S.A. and its subsidiaries, the performance of the Board of Directors, and the proposed appropriation of earnings.
• The appointment and discharge of Directors and the ratification or revocation of the Boards provisional appointment of Directors.
• The appointment and re-election of the Company's auditors.
• The derivative acquisition of treasury shares. 
• Debenture issues, capital increases or reductions, transformation, merger, spin-off, dissolution of the company and, in general, any amendment of the Articles of Association. 
• Approve a resolution allowing the Board of Directors to increase share capital. 
• Vote on the resolutions submitted for consideration by the Board of Directors.
• Any other decision legally attributed to the AGM.       

- How can shareholders submit questions or make suggestions regarding the Annual General Meeting?

Shareholders may, at any time after identifying themselves as such, submit questions or make suggestions through the Shareholders' and Investors' Information Office, or through the Company's website, 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 seven days immediately before the date for the first call, shareholders may use the same means for submitting their comments or suggestions in writing with respect to the proposals included in the Agenda.

The Companys services will examine shareholders questions, suggestions, and comments, group these together, if appropriate, posting the reply on the Company's website 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 five percent (5%) of the share capital will be able to request the publication of a supplement to the Call for the meeting, including one or more points on the agenda. This right must be exercised by means of irrefutable notification, which must be received at the Company's registered office within the five days immediately following the publication of the Call for the meeting. The supplement to the call must be published a minimum of fifteen days in advance of the date set for the meeting.

- Who is entitled to attend the Annual General Meeting?

A General Shareholders’ Meeting may be attended by shareholders holding any number of shares, provided that these are registered in the appropriate stock ledger posted in the respective accounting book five days prior to its being held and that they have the respective attendance card, which is to be issued on a nominative basis by the entities that are legally pertinent. These entities must send REPSOL YPF, S.A. a list of the cards that they have issued at the request of their respective clients prior to the date set for the Shareholders’ Meeting to be held.

Registration of attendance cards will begin two hours before the meeting is convened.

- How can shareholders request reports or information on the items included in the Annual General Meeting agenda?

Up until seven days before the date set for the meeting, shareholders may submit requests to the Board of Directors, through the Shareholders' 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 AGM.

Likewise, during the AGM, 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 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. This exception does not apply when shareholders representing at least one quarter of share capital support the request.

- What documents related to the Annual General Meeting are made available to shareholders before the meeting is convened?

After the notice convening the Annual General Meeting has been published, the following documents will be made available to shareholders:

• Notice of the Annual General Meeting with the items on the agenda and reports by the Board of Directors, if applicable, regarding their justification and timeliness. 
• Procedures for distance voting and proxies.
• The individual Financial Statements of Repsol YPF, S.A. the Consolidated Financial Statements of Repsol YPF, S.A. and its subsidiaries, and proposal for the allocation of Repsol YPF, S.A. results for the respective year. 
• The Repsol YPF, S.A. management Report and the Consolidated Management report for the year ended. 
• The Auditors Report on the Consolidated Financial Statements of Repsol YPF, S.A. and the Financial Statements of Repsol YPF, S.A. 
• The Annual Corporate Governance Report.
• The Corporate Responsibility Report.
• The Report on additional content of the Management Report, in accordance with the article 116 bis of the Securities Market Act.
• The Report on the Directors’ remuneration policy.
• The Audit and Control Committee Activity Report.
• And any other report the inclusion of which is mandatory or is so decided by the Board of Directors.       

- Where and how can shareholders request information before the Annual General Meeting?

Several documentation delivery points will be at the disposal of shareholders in the venue where the Annual General Meeting is convened and on the day that it will be held.

The aforementioned documents will also be found on the Company's website ( www.repsolypf.com).

In order to complete the shareholder's right to information, the telephone number of the Shareholders' Information Office will also be included in the notice for the Annual General Meeting.

- How can shareholders be represented in the Annual General Meeting?

All shareholders entitled to attend may appoint a proxy who need not 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 and their identity duly guaranteed, all of which must be carried out in accordance with the legally established procedures. A proxy must, in any case, be newly appointed for each specific Annual General Meeting, except in the case of the provisions of Article 108 of the Ley de Sociedades Anónimas (Public Limited Companies Law).

According to the regulations in effect at the moment in time and the state of technology, the Board of Directors will establish, for each meeting, the appropriate procedure for appointing proxies by means of distance communication. This procedure will be described in detail in the Call for the Meeting.

- What are the quorum requirements for the Annual General Meeting?

The Annual General Meeting quorum will be deemed present at the first call when shareholders, attending or represented by proxy, hold at least 25% of shares issued with voting rights.

For the second call, the Annual General Meeting quorum will be present regardless of the share capital represented in the meeting.

In order for the Ordinary General Meeting or Extraordinary Meeting to give valid approval of debenture issues, capital increases or reductions, transformation, merger, spin-off, dissolution of the company and, in general, any amendment of the Articles of Association, it would be necessary for the shareholders present or represented at the first call, to possess at least fifty percent of the share capital with voting rights. At the second call, twenty-five percent of the said share capital would be sufficient.

- When can the Annual General Meeting validly agree changes to the Articles of Association?

If the number of shareholders represents less than fifty percent of share capital with voting rights, agreements on the amendment of the Articles of Association may only be validly resolved with the vote in favour of two thirds of share capital present or represented in the Annual General Meeting.

- Who chairs the Annual General Meeting?

The Chairman of the Board of Directors, a Vice-Chairman in the absence of the former, or in the absence of both, a shareholder appointed by the members attending the meeting will chair the Annual General Meeting.

The Chairman will be assisted by a Secretary who will be the Secretary of the Board of Directors, and in his absence, the Vice-Chairman of the Board of Directors, and in his absence, the person designated by the Board.

- Can shareholders speak at the Annual General 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.

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 131 and 134 of the Rewritten Text of the Limited Companies Law.

The Chairman will end the debate when he deems that the matter has been sufficiently debated.

- How are proposals resolved at the Annual General Meeting?

Proposals are adopted with the votes cast in favour by the majority with voting rights attending and represented at the Annual General Meeting, unless the Law and in the Articles of Association stipulate otherwise.

The maximum number of votes that a single shareholder or companies belonging to the same group can cast will be 10% of total share capital with voting rights.

For these purposes, companies belonging to the same group are defined as those controlled by another company according to the definition set forth in Article 4 of the current Stock Exchange Law of 28 July 1988. This voting limitation does not prevent total shares attending the meeting from being counted in order to assess attendance quorum.

Individualised voting will not be necessary when the outcome of the vote can be clearly ascertained by acclaim or raised hands if this contributes to the smooth running of the AGM. This does not preclude negative votes cast by shareholders from being recorded in the minutes in the event of future challenges or for any other reason.

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 indicated above 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) 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 114.1 of the Securities Market Act will not be considered attending or represented for adopting any of the resolutions contemplated in that provision.

NB: The answers provided are merely for informative purposes and do not affect the strictly applicable nature of the regulations in force. (Law of Public Limited Companies, Articles of Association and the Regulations of the General Shareholders' Meeting).