Repsol

General Shareholders Meeting agenda

Repsol YPF held its General Shareholders Meeting on 31st March 2004 at the Municipal de Congresos, Avenida de la Capital de España-Madrid, sin número, Campo de las Naciones de Madrid with the following AGENDA:

First.- Approval, if appropriate, of the Annual Financial Statements of REPSOL YPF, S.A. of the Consolidated Annual Financial Statements of REPSOL YPF, S.A. and its subsidiaries for the fiscal year ending 31st December 2003, of the management by the Board of Directors during the said year, and of the proposed application of its earnings.

Second.- Appointment, ratification, reelection, or statutory renewal of the term of office of the board members.

Third.- Appointment or reelection of the Auditor of the Financial Statements of REPSOL YPF, S.A., and its Consolidated Group.

Fourth.- Authorization of the Board of Directors for the derivative acquisition of shares of REPSOL YPF, S.A. directly or through controlled companies, within the period of 18 months from the resolution of the Shareholders Meeting, abrogating the authorization granted in the Ordinary Shareholders Meeting held on 4th April 2003.

Fifth.- Amendment of Articles 1 (Denomination ), 15 (Shareholders Meeting ), 23 (Right of
Attendance ), 24 (Representation ), 30 (Composition of the Board ), and 33 (Liability ) of the
Corporate Bylaws to make these consistent with the provisions of Law 26/2003 of 17th July, as well as Article 13 (Debentures ) to adapt these to Law 62/2003 of 30th December.

Sixth.- Amendment of Articles 6,7, and 8 of the Regulations of the General Shareholder's
Meetings to make these consistent with the requirements of Law 26/2003 of 17th July as regards absentee voting and shareholders' right to information.

Seventh.- Delegation of powers to complement, develop, implement, correct and formalize the resolutions adopted by the Shareholders' Meeting.

The total number of shareholders with voting rights who attended or were represented in the meeting was 824,535,490 representing 67.537 % of the Companys share capital.

The chairman and chief executive officer of Repsol YPF, Alfonso Cortina de Alcocer, informed shareholders of the Companys performance in 2003, and provided detailed financial and business information. A question and answer period began following the presentation, with the Chairman responding to shareholders queries. Following the question and answer period, a vote was taken on the proposals submitted by the Board of Directors.

(See voting results)