Saltar al contenido

Resolutions adopted at the 2019 General Shareholders' Meeting

Information regarding the General Shareholders' Meeting and the resolutions

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,