Information on the Annual General Meeting and the resolutions adopted
Repsol, S.A. has held its General Shareholders Meeting on May 31st, 2019, on second call, at 12:00 at the 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 27,468 holding a total number of 879,075,048 shares that represent 56.39% 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 macroeconomic environment, the energy transition, the most relevant events of year 2018, the 2018 results and the results of the first quarter of 2019. Following the presentation, a question and answer period began with the Chairman and the CEO answering 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 of share capital in attendance | |
| 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 2018. | For | 874,101,076 | 99.434% |
| Against | 1,877,869 |
0.214% |
|
| Abstained | 838,821 | 0.095% | |
| Second. Review and approval, if appropriate, of the Statement of Non-Financial Information for fiscal year ended 31 December 2018. | For | 875,563,313 | 99.601% |
| Against | 404,712 | 0.046% | |
| Abstained | 849,741 | 0.097% | |
| Third. Review and approval, if appropriate, of the proposal for the allocation of results in 2018. | For | 874,460,386 | 99.475% |
| Against | 2,181,179 | 0.248% | |
| Abstained | 176,201 | 0.020% | |
| Fourth. Review and approval, if appropriate, of the management of the Board of Directors of Repsol, S.A. during 2018. | For | 838,561,458 | 95.460% |
| Against | 32,120,735 | 3.657% | |
| Abstained | 5,501,559 | 0.626% | |
| Fifth. 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 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 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 | 870,462,507 | 99.020% |
| Against | 160,408 | 0.018% | |
| Abstained | 6,194,851 | 0.705% | |
| Sixth. 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 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 | 870,442,081 | 99.018% |
| Against | 162,694 | 0.019% | |
| Abstained | 6,212,991 | 0.707% | |
| Seventh. 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 CEO, 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 | 874,676,121 | 99.500% |
| Against | 1,925,076 | 0.219% | |
| Abstained | 216,569 | 0.025% | |
| Eight. Delegation to the Board of Directors of the power to issue fixed rate securities, debt instruments, promissory notes, hybrid instruments and preference shares in any manner permitted by Law, simple or exchangeable for issued shares or other pre-existing securities of other entities, and to guarantee the issue of securities by companies within the Group, leaving without effect, in the portion not used, the twenty-second resolution (first section) of the Annual General Shareholders’ Meeting held on April 30, 2015. | For | 861,586,923 | 98.011% |
| Against | 9,011,625 | 1.025% | |
| Abstained | 6,219,218 | 0.707% | |
|
Ninth. Fix on fifteen the number of members of the Board of Directors. |
For | 873,749,755 | 99.394% |
| Against | 2,749,257 | 0.313% | |
| Abstained | 318,754 | 0.036% | |
| Tenth. Re-election as Director of Mr. Antonio Brufau Niubó.. | For | 818,382,058 | 93.163% |
| Against | 50,056,379 | 5.698% | |
| Abstained | 7,745,315 | 0.882% | |
| Eleventh. Re-election as Director of Mr. Josu Jon Imaz San Miguel. | For | 860,040,720 | 97.835% |
| Against | 11,854,181 | 1.348% | |
| Abstained | 4,922,865 | 0.560% | |
| Twelfth. Re-election as Director of Mr. Jose Manuel Loureda Mantiñan. | For | 813,976,662 | 92.595% |
| Against | 56,582,360 | 6.437% | |
| Abstained | 6,258,744 | 0.712% | |
| Thirteenth. Re-election as Director of Mr. John Robinson West. | For | 863,439,231 | 98.221% |
| Against | 6,694,077 | 0.761% | |
| Abstained | 6,684,458 | 0.760% | |
| Fourteenth. Ratification of the appointment by co-optation and re-election as Director of Mr. Henri Philippe Reichstul.. | For | 847,197,614 | 96.374% |
| Against | 22,569,837 | 2.567% | |
| Abstained | 7,050,315 | 0.802% | |
| Fifteenth. Appointment of Ms. Aránzazu Estefanía Larrañaga as Director. | For | 858,324,714 | 97.640% |
| Against | 11,845,165 | 1.347% | |
| Abstained | 6,647,887 | 0.756% | |
| Sixteenth. Appointment of Ms. María Teresa García-Milà Lloveras as Director. | For | 869,484,308 | 98.909% |
| Against | 663,223 | 0.075% | |
| Abstained | 6,670,235 | 0.759% | |
| Seventeenth. Advisory vote on the Repsol, S.A. Annual Report on Directors´ Remuneration for 2018. | For | 840,209,935 | 95.648% |
| Against | 28,839,777 | 3.283% | |
| Abstained | 7,134,040 | 0.812% | |
| Eighteenth. Inclusion of a target related to the performance of total shareholder return in the Long-Term Incentive Remuneration Plan of the Executives Directors (ILP 2018-2021 and ILP 2019-2022). | For | 860,788,044 | 97.920% |
| Against | 9,558,040 | 1.087% | |
| Abstained | 6,471,682 | 0.736% | |
| Nineteenth. Examination and approval, if appropriate, of the Remuneration Policy for Directors of Repsol, S.A. (2019-2021). | For | 838,381,036 | 95.440% |
| Against | 30,566,034 | 3.480% | |
| Abstained | 7,236,682 | 0.824% | |
|
Twentieth. . Delegation of powers to interpret, supplement, develop, execute, rectify and formalize the resolutions adopted by the General Shareholders’ Meeting. |
For | 876,493,906 | 99.706% |
| Against | 123,967 | 0.014% | |
| Abstained | 199,893 | 0.023% |
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,