Information on the General Shareholders' Meeting and the resolutions adopted
Repsol, S.A. has held its General Shareholders Meeting on May 31st, 2012, on second call, at 12:00 at Palacio Municipal de Congresos, Avenida de la Capital de España-Madrid, without number, Campo de las Naciones. The number of shareholders who attended or were represented in the meeting was 33,223, holding a total of 788,355,135 shares that represent 64.574 % of the Company’s share capital. The Chairman and Chief Executive Officer of Repsol, Mr. Antonio Brufau Niubó, after declaring the existence of quorum, informed shareholders of the Company’s most relevant events that occurred during the 2011 fiscal year. Following the presentation, a question and answer period began with the Chairman answering to shareholders queries. Once this period finished, the shareholders voted the proposals of resolution submitted by the Board of Directors concerning each of the items of the Agenda. The vote to the proposals of resolution corresponding to each of the items of the Agenda was as follows:
|
Resolutions |
Number of shares |
Percentage over the share capital |
|
|---|---|---|---|
|
First. Review and approval, if appropriate, of the Annual Financial Statements and Management Report of Repsol YPF, S.A., the Consolidated Annual Financial Statements and Consolidated Management Report, for fiscal year ended 31 December 2011, and the proposal for the application of earnings. |
For |
723,874,545 | 99.954% |
|
Against |
82,536 | 0.011% | |
|
Abstention |
251,228 | 0.035% | |
|
Second. Review and approval, if appropriate, of the management of the Board of Directors of Repsol YPF, S.A. during 2011. |
For |
713,294.157 | 98.493% |
|
Against |
6,897,527 | 0.952% | |
|
Abstention |
4,016,625 | 0.555% | |
|
Third. Appointment of the Accounts Auditor of Repsol YPF, S.A. and its Consolidated Group for fiscal year 2012. |
For |
717,704.172 | 99.102% |
|
Against |
6,235,587 | 0.861% | |
|
Abstention |
268,550 | 0.037% | |
|
Fourth. Modification of Articles 19, 20, 28 and 47 and addition of a new Article 45 bis of the Bylaws; and modification of Articles 5, 6, 8 and 14 of the Regulations of the General Shareholders’ Meeting to adjust the Company’s corporate governance regulations to the recent changes in law. |
For |
723,841,422 | 99.949% |
|
Against |
98,593 | 0.014% | |
|
Abstention |
268,294 | 0.037% | |
|
Fifth. Modification of Articles 27, 32, 37, 39 and addition of a new Article 45ter of the Bylaws to improve the functioning of the Board of Directors and other aspects of the Company’s corporate governance. |
For |
723,696,963 | 99.929% |
|
Against |
238,171 | 0.033% | |
|
Abstention |
273,175 | 0.038% | |
|
Sixth. Modification of Article 22 and addition of new Articles 22bis and 44bis of the Bylaws; and modification of Articles 3, 9 and 13 of the Regulations of the General Shareholders’ Meeting to reinforce the protection of the Company against conflicts of interest. |
For |
723,840,571 | 99.949% |
|
Against |
105,924 | 0.015% | |
|
Abstention |
261,814 | 0.036% | |
|
Seventh. Re-election of Mr. Isidro Fainé Casas as Director. |
For |
607,862,685 | 83.935% |
|
Against |
109,386,721 | 15.104% | |
|
Abstention |
6,958,903 | 0.961% | |
|
Eighth. Re-election of Mr. Juan María Nin Génova as Director. |
For |
567,372,080 | 78.344% |
|
Against |
149,990,478 | 20.711% | |
|
Abstention |
6,845,751 | 0.945% | |
|
Ninth. Stock Acquisition Plan 2013-2015. |
For |
723,659,818 | 99.924% |
|
Against |
258,797 | 0.039% | |
|
Abstention |
262,694 | 0.036% | |
|
Tenth. Increase of share capital in an amount determinable pursuant to the terms of the resolution, by issuing new common shares having a par value of one (1) euro each, of the same class and series as those currently in circulation, charged to voluntary reserves, offering the shareholders the possibility of selling the scrip dividend rights to the Company itself or on the market. Delegation of authority to the Board of Directors or, by delegation, to the Executive Committee, to fix the date the increase is to be implemented and the terms of the increase in all respects not provided for by the General Meeting, all in accordance with article 297.1.(a) of the Companies Act. Application for official listing of the newly issued shares on the Barcelona, Bilbao, Madrid and Valencia stock exchanges through the Spain's Continuous Market and on the Buenos Aires stock exchange. |
For |
722,354,059 | 99.744% |
|
Against |
543,568 | 0.075% | |
|
Abstention |
1,310,682 | 0.181% | |
|
Eleventh. Second capital increase in an amount determinable pursuant to the terms of the resolution, by issuing new common shares having a par value of one (1) euro each, of the same class and series as those currently in circulation, charged to voluntary reserves, offering the shareholders the possibility of selling the scrip dividend rights to the Company itself or on the market. Delegation of authority to the Board of Directors or, by delegation, to the Executive Committee, to fix the date the increase is to be implemented and the terms of the increase in all respects not provided for by the General Meeting, all in accordance with article 297.1.(a) of the Companies Act. Application for official listing of the newly issued shares on the Barcelona, Bilbao, Madrid and Valencia stock exchanges through Spain's stock exchange Market and on the Buenos Aires stock exchange. |
For |
722,350,637 | 99.43% |
|
Against |
543,550 | 0.075% | |
|
Abstention |
1,314,122 | 0.181% | |
|
Twelfth. Modify the corporate name of the Company and subsequent modification of Article 1 of the Bylaws. |
For |
723,864,271 | 99.952% |
|
Against |
95,564 | 0.013% | |
|
Abstention |
248,474 | 0.034% | |
|
Thirteenth. Delegation to the Board of Directors of the power to issue fixed rate, convertible and/or exchangeable securities for company shares or exchangeable for shares in other companies, as well as warrants (options to subscribe new shares or to acquire shares in circulation of the company or other companies). Fixing the criteria to determine the bases and modes of conversion and/or exchange and attribution to the Board of Directors of the powers to increase capital by the amount necessary, as well as to totally or partially exclude the pre-emptive subscription rights of the shareholders of said issues. Authorisation for the company to guarantee securities issued by its subsidiaries. To leave without effect, in the portion not used, the sixteenth B) resolution of the General Shareholders' Meeting held on 15 April 2001. |
For |
688,696,067 | 95.096% |
|
Against |
34,035,556 | 4.700% | |
|
Abstention |
1,476,686 | 0.204% | |
|
Fourteenth. Ratification of the creation of the Company’s corporate website www.repsol.com |
For |
723,870,371 | 99.953% |
|
Against |
106,729 | 0.015% | |
|
Abstention |
231,209 | 0.032% | |
|
Fifteenth. Advisory vote on the Report on the Remuneration Policy for Directors of Repsol YPF, S.A. for 2011. |
For |
519,624,861 | 71.751% |
|
Against |
181,977,728 | 25.128% | |
|
Abstention |
22,605,720 | 3.121% | |
|
Sixteenth. Delegation of powers to supplement, develop, execute, rectify and formalize the resolutions adopted by the General Shareholders’ Meeting. |
For |
722,573,007 | 99.774% |
|
Against |
1,385,248 | 0.191% | |
|
Abstention |
250,254 | 0.035% |
Repsol has treasury shares which, according to article 148 of the Companies Act, are reckoned to calculate the attending and voting quorum although they do not vote since their voting rights and all other political rights attached to them are suspended.
(1) When calculating the percentage that the votes for and against and abstentions represent among the attending share capital and which is published on the web page, it has not been considered the effects derived from the treasury shares.