Repsol

Proxy voting

All shareholders who have the right to attend may be represented at the General Shareholders' Meeting by another person, who does not necessarily have to be a shareholder.

Shareholders may confer representation in writing or by means of remote communication, as long as the identity of the person granting the proxy is duly guaranteed. Therefore, based on the provisions applicable at any given time and on the available technology, the Board of Directors shall establish the most appropriate procedure to confer representation by remote communication means for each Meeting. The Board shall describe this procedure in detail in the meeting summons.

In all cases, shareholders shall confer representation specifically for each Meeting, except in cases in which the representative:

(i) is the spouse or a predecessor or descendent of the represented shareholder; or

(ii) holds a general power of attorney, as granted in a public document, and has the power to administer all the represented shareholder's assets in Spain.

The documents containing the grant of proxy or representation for the General Meeting shall set out instructions for voting. It is understood that, if express instructions are not given, the representative shall vote in favour of the proposed agreements formulated by the Board of Directors concerning matters included in the Order of the Day.

When voting instructions do not make reference to matters that, despite not having been planned in the Meeting's Order of the Day, are still dealt with in this Meeting as permitted by law, the representative shall vote on these matters in the manner that he/she considers most favourable to the represented party.

When a shareholder returns the proxy document to the Company with the representative's name left blank, it shall be understood that the proxy is granted to the Chairman of the Board of Directors.

The shareholder's representative may designate a substitute to exercise the vote if conflicts of interest arise.