Repsol

- When will the next Ordinary General Shareholder's Meeting be held?

The Ordinary General Shareholders' Meeting has been called to be held on May 30, 2012 at 12:00 noon on first call, and on May 31, 2012, at the same time, on second call. It is expected to hold the General Shareholders' Meeting on second call, that is, on 31 May 2012, 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).

- Where will the Ordinary General Shareholders' Meeting be held?

The Ordinary General Shareholders' Meeting will be held at the Palacio Municipal de Congresos de Madrid (Municipal Conference Centre) located at Avenida Capital de España, Madrid, unnumbered; Campo de las Naciones, 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 2012 section.

- 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) one of the newspapers with the widest distribution in the province of the Company's registered office; (ii) the website of the National Securities Market Commission (Comisión Nacional del Mercado de Valores; www.cnmv.es); and (iii) on 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 those provisions. 
 
A copy of this notice is also sent to the stock exchanges where the shares are listed and to the custodian banks so they can issue the corresponding attendance, proxy and distance voting cards.

- What 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. Notice of call to the Ordinary General Shareholders' Meeting; 
 
2. Total number of shares and voting rights existing at the date of the call of the meeting; 
 
3. The Annual Financial Statements of Repsol YPF, S.A. and the Consolidated Annual Financial Statements of the Repsol YPF Group for the year ended 31 December 2011; 
 
4. The Auditors' Report on the Annual Financial Statements of Repsol YPF, S.A. and the Consolidated Annual Financial Statements of the Repsol YPF Group for the year ended 31 December 2011; 
 
5. The Management Report of Repsol YPF, S.A. and the Consolidated Management Report of the Repsol YPF Group for the year ended 31 December 2011; 
 
6. The Directors' responsibility statement foreseen in Article 35 of the Securities Market Act which, together with the documents indicated in the preceding three points, make up the Company's Annual Report for the year ended 31 December 2011; 
 
7. The proposed resolutions corresponding to the items on the agenda and the reports issued by the Board of Directors on each of the proposed resolutions corresponding to the items on the Agenda; 
 
8. The Bylaws, Regulations of the General Shareholders' Meeting and Regulations of the Board of Directors in force; 
 
9. The Report on the Remuneration Policy for Directors of Repsol YPF, S.A. for the year ended 31 December 2011; 
 
10. The Annual Report on Corporate Governance for the year ended 31 December 2011; 
 
11. The Activities' Report of the Audit and Control Committee for the year ended 31 December 2011; 
 
12. The Corporate Responsibility Report for the year ended 31 December 2011; 
 
13. The attendance, proxy and voting standard form for the Ordinary General Shareholders' Meeting; and
 
14. The reports issued by the Nomination and Compensation Committee and the independent expert contemplated in Article 22.2 (b) of the Regulations of the Board of Directors on related party transactions authorized by the Board under indent (c) of that article. 
 
Also, when there is a supplement to the notice, the Company shall make public on its corporate website (www.repsol.com), 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 matters included or that should be included in the agenda of the meeting convened that would have been received.

- Where and how can the shareholders obtain the documents for the General Shareholders' Meeting 2012?

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 2012 and in the Investors' Information Office, in the Company's registered office (Paseo de la Castellana 278, within the following timetable: from 10:00 to 18:00 from Monday to Friday) 
 
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.

-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 5% 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 aforementioned 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.

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

Once the call for the General Meeting has been published, shareholders representing at least 5% of the share capital may request the publication of a supplement, including one or more points on the meeting agenda. 
 
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.

- 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 Paseo de la Castellana 278-280, 28046 Madrid, or by email to infoaccionistas@repsol.com) 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 (7) 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 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 5% 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 agenda².
 
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. 
 
¹ See question number 15 
² See questions number 6 and number 7

- Who is entitled to attend the General Shareholders' Meeting?

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 voting card may attend the Meeting, regardless the number of shares they hold. 
 
Registration of attendance, proxy and voting cards will begin two (2) hours before the time set out for the Meeting.

- What should I do if I do not receive or I lost the attendance, proxy and 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; or complete the data of the attendance, proxy and voting card available in the Company’s website (www.repsol.com) and in the Shareholder Information Office and use this form to attend and vote in the General Shareholders' Meeting.

- What should I do if any of the personal data on the attendance, proxy and voting card is not correct?

If you want to make any changes in the personal data of the of the attendance, proxy and 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. If these data are not correct you should complete the attendance, proxy and voting standard form available in the Company’s website (www.repsol.com) and in the Shareholder Information Office with the correct data to assist and vote in the General Shareholders' Meeting.

- How can the electronic certificate recognized and issued by the Entidad Pública de Certificación Española (CERES) of the Fábrica Nacional de Moneda y Timbre to execute the rights through electronic media, be obtained?

At the website of the Fábrica Nacional de Moneda y Timbre (www.fnmt.es), you will find detailed information on how to obtain this certificate.

- 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.

- 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.

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

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

- 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 have 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 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 proxy vote to the Shareholder Information Office; 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 voting card for inclusion in the shareholder entry register on arrival at the time and place indicated for the Shareholders' Meeting. 

- Is it possible to revoke a proxy?

A proxy is always revocable. Personal attendance to 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.

- 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 voting card issued by the member of Iberclear with which they have deposited their shares or duly complete the model card available on the Company's website (www.repsol.com) and at the Shareholder Information Office. 
 
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 Paseo de la Castellana 278, 28046 Madrid. 
 
(ii) Electronic vote  
 
Shareholders may vote on the items on the Agenda for the Shareholders' Meeting through the Company's website (www.repsol.com), entering the General Shareholders' Meeting 2012 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.

- What is the deadline to receive proxies?

For its validity, the representation granted by postal correspondence or electronic means must be received by the Company before 9:00 pm on 29 May 2012. After this deadline, only such proxies shall be admitted as are granted in writing and submitted by the appointed proxy holder who physically attends the Meeting to the staff in charge of the shareholders’ register on the date and place of the meeting.

- 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.

- 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.

- 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?

Unless 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.  
 
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 items Second (Review and approval, if appropriate, of the management of the Board of Directors of Repsol YPF, S.A. during 2011) and Fifteenth (Advisory vote on the Report on the Remuneration Policy for Directors of Repsol YPF, S.A. for 2011) on the Agenda; (ii) the Directors whose re-election is proposed in items Seventh (Re-election of Mr Isidro Fainé Casas as Director)and Eighth (Re-election of Mr Juan María Nin Génova as Director) on the Agenda are in a conflict of interest in respect of those items; and (iii) if one or some of the proposals contemplated in the Companies Act, Art. 526, section b. (removal) or c. (exercise of a corporate action for liability), the director or directors affected by those proposals shall be in a conflict of interest for the voting thereof.

- 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 voting card issued by the member of IBERCLEAR with which they have deposited their shares or duly complete the model card available on the Company's website (www.repsol.com) and at the Shareholder Information Office. 
 
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 Paseo de la Castellana 278, 28046 Madrid. 
 
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 2012 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 Española (CERES), of Fábrica Nacional de Moneda y Timbre, and uses one of these means to identify himself.

- What 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 09:00 on 29 May 2012. After this time, the Company will only accept the votes cast at the General Meeting.

- 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.

- What are the priority rules applicable to distance representation and voting?

Personal attendance to 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.  
 
The representation will be void in case the shareholder validly issues a distance vote.  
 
Electronic votes and proxies will prevail over those sent by post.

- What are the requirements to validly set up a General Shareholders' Meeting?

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 debenture issues, capital increases or reductions, the transformation, merger, demerger or winding-up of the company and, in general, any amendment of the Bylaws, 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.

- When can the General Shareholders' Meeting modify the Bylaws?

The General Shareholders’ Meeting may validly resolve on any amendment of the Bylaws with the favourable votes of the majority of the share capital present or duly represented, provided that on first call the meeting is attended by shareholders representing, at least, 50% of the subscribed voting capital. If the shareholders assisting on second call represent less than 50% of the subscribed voting capital, the resolutions shall be adopted with the favourable votes of at least two-thirds of the capital present or represented at the meeting.

- 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.

- May Shareholders speak at 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. 
 
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 Companies Act. 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?

Resolutions are passed with the votes cast in favour by the majority of the capital with voting rights attending and represented at the Annual General Meeting, unless the Law and in the Bylaws stipulate otherwise. 
 
Unless 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) 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.

- 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.

- 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.

- 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.

- How can I access 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 2012 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.

- 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; and 
  
• Offers or requests of voluntary representation.       

  
Likewise, the shareholders may present, on the term and in the manner indicated, backedup proposals for agreements on points already included or that should be included in the Agenda of the General Meeting.

- 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.

- 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.