Information on the Annual General Meeting and the resolutions adopted
Repsol, S.A. held its General Shareholders Meeting on May 11th, 2018, 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 24,310 holding a total number of 914,562,227 shares that represent 58.759% of the Company’s share capital. After declaring the existence of quorum, the Chairman of Repsol, Mr. Antonio Brufau Niubó and the CEO, Mr. Josu Jon Imaz, informed shareholders, amount others matters, of the environment, the energy transition, the strategic commitment delivery, the results of the year 2017 and the results of the first quarter of the year 2018. Following the presentation, a question and answer period began with the Chairman and the CEO 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:
||Number of shares||Percentage of share capital in attendance (1)|
|First. Review and approval, if appropriate, of the Annual Financial Statements and Management Report of Repsol, S.A. and the Consolidated Annual Financial Statements and Consolidated Management Report, for fiscal year ended 31 December 2017. .||For||908,144,454||99.298%|
|Second. Review and approval, if appropriate, of the proposal for the allocation of results in 2017.||For||907,405,593||99.217%|
|Third. Review and approval, if appropriate, of the management of the Board of Directors of Repsol, S.A. during 2017.||For||885,330,399||96.813%|
|Fourth. 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 Delegate Committee or the CEO, 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 Madrid, Barcelona, Bilbao and Valencia stock exchanges through the Spanish Automated Quotation System (Sistema de Interconexión Bursátil), as well as on any other stock exchanges or securities markets where the Company´s shares are or could be listing.||For||907,492,679||99.227%|
|Fifth. 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 free-of-charge allocation rights to the Company itself or on the market. Delegation of authority to the Board of Directors or, by delegation, to the Delegate Committee or the CEO, 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 Madrid, Barcelona, Bilbao and Valencia stock exchanges through the Automated Quotation System (Sistema de Interconexión Bursátil), as well as on any other stock exchanges or securities markets where the Company´s shares are or could be listing.||For||907,471,175||99.225%|
|Sixth. Approval of a reduction of share capital for an amount to be determined in accordance with the resolution, through the cancellation of the Company's own shares. Delegation of powers to the Board of Directors or, as its replacement, to the Delegate Committee or the Chief Executive Officer, to set the other terms for the reduction in relation to everything not determined by the General Meeting, including, among other matters, the powers to redraft articles 5 and 6 of the Company's Articles of Association, relating to share capital and shares respectively, and to request the delisting and cancellation of the accounting records of the shares that are being cancelled.||For||908,140,904||99.298%|
|Seventh. Delegation to the Board of Directors, within the provisions of article 297.1.b) of the Companies Act, of the power to resolve the increase of the capital stock, once or on several occasions and at any time within a period of five years, through monetary contributions, up to the nominal maximum amount of 778,232,482 euros, leaving without effect the second resolution approved by the General Shareholders’ Meeting held on March 28, 2014 under the nineteenth point of the Agenda. Delegation of the powers to exclude the preemptive subscription rights in accordance with article 506 of the Companies Act.||For||760,913,104||83.200%|
|Eighth. Authorization to the Board of Directors, with express power of delegation, for the derivative acquisition of shares of Repsol, S.A., directly or through subsidiaries, within a period of 5 years from the resolution of the Shareholders Meeting, leaving without effect, in the part not used, the authorization granted by the General Shareholders Meeting held on March 28, 2014 under point twentieth on the Agenda.||For||892,084,629||97.542%|
Ninth. Ratification of the appointment by co-optation and re-election as Director of Mr. Jordi Gual Solé.
|Tenth. Appointment of Ms. María del Carmen Ganyet i Cirera as Director.||For||904,777,399||98.930%|
|Eleventh. Appointment of Mr. Ignacio Martín San Vicente as Director.||For||897,341,837||98.117%|
|Twelfth. Advisory vote on the Repsol, S.A. Annual Report on Directors’ Remuneration for 2017.||For||864,094,909||94.491%|
|Thirteenth. Share Acquisition Plan 2019-2021.||For||906,137,508||99.079%|
Fourteenth. Delegation of powers to interpret, supplement, develop, execute, rectify and formalize the resolutions adopted by the General Shareholders’ Meeting.
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) (1) In the calculation of the percentage that the votes for, against, and abstentions represent among the attending share capital, that is published on the web page, it has been considered the effects derived from the treasury shares..