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Frequently Asked Questions 2020 Annual General Meeting

Front facade of Repsol Campus

Frequently Asked Questions

  • The Ordinary General Shareholders’ Meeting has been called to be held on May 7, 2020 at 12:00 noon on first call, and on May 8, 2020, at the same time, on second call. It is expected to hold the General Shareholders' Meeting on second call, that is, on May 8 2019, at 12:00 noon. Otherwise, due notice will be given sufficiently in advance in an announcement published in the daily press and on the Company’s website (www.repsol.com).
  • The Ordinary General Shareholders’ Meeting will be held at the Auditorium of the company's registered office, Calle Méndez Álvaro, no.44, Madrid, Spain In view of the current circumstances, and given the foreseeable extension in time of the measures deriving from the Alarm Royal Decree, and in order to safeguard the general interests, health and safety of shareholders, employees and other persons involved in the preparation and holding of the General Meeting, it has been agreed that attendance at this General Meeting may also be by means of telematic means that allow for real time connection with the premises where the General Meeting is held.
  • The Ordinary General Shareholders’ Meeting is convened by the Board of Directors, publishing the announcement in: (i) the Official Gazette of the Commercial Registry; (ii) the website of the National Securities Market Commission (Comisión Nacional del Mercado de Valores) (www.cnmv.es) and (iii) the Company’s website (www.repsol.com), with sufficient advanced notice and at least one (1) month before the date set for the meeting to take place, except in those cases in which the law establishes a different notice period, in which case the period would be in accordance with these provisions.
    A copy of this notice is also sent to the stock exchanges where the Repsol’s shares are listed and to the custodian banks so they can issue the corresponding attendance, proxy and distance voting cards.
  • From the publication date of the notice of call until the date of the General Shareholders’ Meeting, the following information and documents, among others, shall be permanently posted on the Company’s website (www.repsol.com),save in the event of force majeure or technical impossibility beyond its control:

    1. The notice of call to the Ordinary General Shareholders’ Meeting and the supplementary announcement of the same.
    2. The total number of shares and voting rights existing at the date of the meeting. 
    3. The Annual Financial Statements of Repsol, S.A. and the Consolidated Annual Financial Statements of the Repsol Group for the year ended 31 December 2019.
    4. The Auditors’ Reports on the Annual Financial Statements of Repsol, S.A. and the Consolidated Annual Financial Statements of the Repsol Group for the year ended 31 December 2019.
    5. The Management Report of Repsol, S.A. and the Consolidated Management Report, which includes the Statement of Non-Financial Information, of the Repsol Group for the year ended 31 December 2019.
    6. The Independent verification report on the Statement of Non-Financial Information included in the 2019 Consolidated Management Report of the Repsol Group.
    7. The text of the proposed resolutions corresponding to the points on the agenda and the reports by the Board of Directors on each of the proposed resolutions corresponding to the points sixth, seventh and eighth of the Agenda.
    8. The Annual Report on Corporate Governance for the year ended 31 December 2019.
    9. The Repsol, S.A. Report on Directors’ Remuneration for the year ended 31 December 2019.
    10. The currently valid consolidated texts of the Bylaws, Regulations of the General Shareholders’ Meeting and Regulations of the Board of Directors.
    11. The report regarding the External Auditor Independence
    12. The Activity Report of the Audit and Control Committee for the year ended 31 December 2019.
    13. The model attendance, proxy and voting card for the Ordinary General Shareholders’ Meeting.
  • All the documents of the Ordinary General Shareholders’ Meeting will be posted on the Company's website (www.repsol.com) in the site dedicated to the General Shareholders’ Meeting 2020.

    Shareholders may request immediate free delivery or dispatch (sent by e-mail with acknowledgement of receipt unless the shareholder requests otherwise or does not inform the company of his e-mail address) of said documentation, which may be done either by phone at 900 100 100, by e-mail at infoaccionistas@repsol.com or by mail addressed to the Shareholders' Information Office at Calle Méndez Álvaro nº 44, 28045 Madrid.

    As from the date of publication of the notice of call, shareholders have the right to examine it at the registered office (Calle Méndez Álvaro, nº 44, 28045 Madrid) and to ask for it to be delivered or remitted immediately and free of charge. However, in view of the special circumstances arising from COVID-19, in order to protect the health of employees and shareholders, we strongly recommend that the documentation should be requested by e-mail.

    Likewise, on the date of the Meeting and in the place where this Meeting takes place there will be a point at the disposal of the shareholders for the collection of documentation of the General Shareholders’ Meeting.

  • Shareholders whose shares have been registered in the appropriate stock ledger five (5) days prior to the date set for the Shareholders’ Meeting and who have the corresponding attendance, proxy and distance voting card may attend the Meeting.

    Attendance, proxy and voting cards shall be issued by the corresponding member of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (hereinafter IBERCLEAR) in each case or for the own Company.

    However, in view of the current circumstances caused by the Covid19, it is strongly recommended that all shareholders use the different channels made available to them to delegate representation and voting by distance. Shareholders are also reminded of the possibility of remote or telematic assistance available from the company.

  • In order to attend telematically, you must access the Company's corporate website "General Shareholders' Meeting 2020", follow the instructions and complete the necessary data for each of the actions.
  • Shareholders who desire to use telematic assistance mechanisms must first register in the area dedicated to the 2020 General Shareholders' Meeting ("Telematic Assistance") on the corporate website, from 12:00 noon (CEST) on 4 May 2020 until 11:00 noon (CEST) on 7 May 2020, identifying themselves by one of the following means(i) Electronic ID or (ii) recognized or advanced electronic signature, based on a recognized and valid electronic certificate, issued by Entidad Pública de Certificación Española (CERES), which depends on Fábrica Nacional de Moneda y Timbre. The Company may enable additional means of identification that duly guarantee the identity of the shareholder. In the case of representatives, the applicable rules shall be developed on the Company's corporate website.

    Subsequently, shareholders who have pre-registered to attend the General Meeting telematically must log on to the Company's corporate website (www.repsol.com) between 8:00 a.m. and 11:45 a.m. (CEST) on 7 May 2020 (if the Meeting is held on first call) or on 8 May 2020 (if, as expected, the Meeting is held on second call), and identify themselves as indicated in the corresponding instructions. Once the shareholder (or, if applicable, his or her representative) has registered in accordance with the indicated means and within the established period, he or she may attend and vote at the General Meeting through real-time remote communication means.

  • You should either request to the financial entity where your shares are deposited a duplicate of the card or a certificate stating your shareholder position.
  • If you want to make any changes in the personal data of the of the attendance, proxy and distance voting card for this or for future Annual General Meetings, you should request it to the financial entity where the shares are deposited.

    In any case, once you receive the card, if the name, surname, number of identity document (DNI) and number of shares are correct, you can assist and vote in the General Shareholders’ Meeting.

  • On the website of the Fabrica Nacional de Moneda y Timbre (www.fnmt.es), you will find detailed information on how to obtain this certificate.
  • Shareholders may attend the Meeting with a relative or any third person provided the latter are also shareholders or proxy holders. However, in accordance with the current situation, it is recommended that all shareholders use the different channels available to them to delegate representation and voting by distance. Shareholders are also reminded of the possibility of attending the meeting remotely or telematically.
  • Only one of them shall have the right to attend the General Meeting, and he/she shall be deemed to have been appointed by the other joint holders to exercise the rights accruing to a shareholder.
  • Shareholders entitled to attend the Meeting may appoint a proxy who does not need to be a shareholder to represent them in the Annual General Meeting. The appointment of the proxy must be communicated, in writing or by the means established for distance communication, specifically for each Annual General Meeting except if the proxy is the spouse, the ancestor or the descendant of the shareholder, or has a general attorney granted in public deed with faculties to manage the assets that the shareholders has within the national territory.

    The shareholder shall notify the designated representative in writing or by electronic means of the proxy granted in his favor. If the proxy is granted in favor of a member of the Board of Directors, notification shall be deemed made upon receipt by the Company of the proxy documents.

    The shareholder shall also notify the Company, in writing or by electronic means, of both the appointment of a proxy and revocation, if appropriate.

    The Company shall be notified of the appointment of a proxy as follows: (i) by post, sending the attendance, proxy and distance voting card to the Shareholder Information Office; (ii) online, when the shareholder grants the proxy via the Company’s website (www.repsol.com);or (iii) in person, upon presentation by the proxy of the attendance, proxy and distance voting card for inclusion in the shareholder entry register on arrival at the time and place indicated for the Shareholders’ Meeting.

  • A proxy is always revocable. Personal attendance at the Shareholders’ Meeting by any shareholder who has granted a proxy, or exercise by that shareholder of distance voting, by electronic means or by post, shall automatically revoke the appointment of the designated proxy.
  • The means of communication valid for distance proxies are as follows:

    Postal proxy 

    To grant proxies by post, shareholders must complete and sign the “Proxy” section of the attendance, proxy and distance voting card issued by the member of IBERCLEAR with which they have deposited their shares or by the Company itself.

    This section must be signed by the shareholder and sent to the Company, for the attention of the Shareholder Information Office at Calle Méndez Álvaro, nº 44, 28045 Madrid or to the designated proxy for presentation at the General Shareholders’ Meeting.

    If the card issued by the member of IBERCLEAR does not incorporate the “Proxy” section or if it is incomplete, the shareholder may use the model card available on the Company’s website (www.repsol.com). That card, duly signed, must be sent to the Company together with the corresponding card issued by the member of IBERCLEAR, which must also contain the signature of the shareholder granting the proxy.

    Electronic proxy 

    Shareholders may grant proxies through the company’s web site (www.repsol.com), entering the Ordinary Shareholders’ Meeting 2020 page and following the procedure established there, provided the shareholder has an electronic DNI (national identity document) or a recognised or advanced electronic signature, based on a recognised, valid electronic certificate issued by Entidad Pública de Certificación Española (CERES), of Fábrica Nacional de Moneda y Timbre, and uses one of these means to identify himself.

    Other provisions

    The Company may adapt the means to confer distance proxy and for distance voting at the General Shareholder' Meeting, with proper safeguards in the cases of non-resident shareholders in Spain, qualified investors and other analogous cases.

    The telematic attendance of the shareholder to the General Meeting (whenever it is constituted) leaves without effect the delegation or the vote through remote communication means previous to the General Meeting.

  • In order to be valid, electronic proxies must be received by the company no later than 12:00 on 8 May 2020.
  • If the name of the proxy is left blank on the proxy form received by the Company, it will be presumed granted in favor of the Chairman of the Board or, in his absence, the Secretary of the General Shareholders’ Meeting.
  • The voting instructions shall be set out in proxy forms. If the corresponding instruction boxes are not marked, the represented shareholder will be deemed to have issued specific instructions to vote for the proposed resolutions submitted by the Board.
  • The means of communication valid for distance voting are the postal and electronic means.

    Postal vote

    To vote by post on the items on the Agenda, shareholders must complete and sign the “Distance Voting” section of the attendance, proxy and distance voting card issued by the member of IBERCLEAR with which they have deposited their shares.

    Once the appropriate section of the card has been completed and signed, the shareholder must send it to the Company, for the attention of the Shareholder Information Office at Calle Méndez Álvaro, nº 44 28045 Madrid.

    If the card issued by the member of IBERCLEAR does not incorporate the “Distance Voting” section or if it is incomplete, the shareholder may use the model card available on the Company’s website (www.repsol.com). That card, duly signed, must be sent to the Company together with the corresponding card issued by the member of IBERCLEAR, which must also contain signature of the voting shareholder.

    Electronic vote 

    Shareholders may vote on the items on the Agenda for the Shareholders’ Meeting through the Company’s web site (www.repsol.com), entering the General Shareholders’ Meeting 2020 page and following the procedure established there, provided the shareholder has an electronic DNI (national identity document) or a recognised or advanced electronic signature, based on a recognised, valid electronic certificate issued by Entidad Pública de Certificación Española (CERES), of Fábrica Nacional de Moneda y Timbre, and uses one of these means to identify himself.

    Other provisions:

    The Company may adapt the means to confer distance proxy and for distance voting at the General Shareholders´ Meeting, with proper safeguards in the cases of non-resident shareholders in Spain, qualified investors and other analogous cases.

  • In order to be valid, postal or electronic votes must be received by the company no later than 12:00 on 8 May 2020.
  • If the shareholder sending a distance vote fails to mark any of the boxes provided for any of the items on the Agenda, he will be presumed to vote for the Board’s proposal.
  • Personal or by telematic means attendance of the general meeting by a shareholder who has previously granted a proxy or voted through distance communication, by whatsoever means used, will render that distance proxy or vote void. The physical assistance will also, where appropriate, render the telematic assistance ineffective.

    If a shareholder validly issues both a distance vote and a proxy, the former will prevail. Similarly, electronic votes and proxies will prevail over those sent by post. 

    Electronic votes and proxies may be rendered void through express revocation by the shareholder through the same means. 

    The same rule will be applicable if the Company receives two or more postal votes or proxies from the same shareholder, the latest such vote or proxy received shall prevail.

    Any of the joint holders of shares deposited may vote, grant proxies or attend and the rules of priority established in this section will be applicable between them. Pursuant to section 126 of the corporate Enterprises Act, the joint holder is presumed to be designated by the remaining joint holders to exercise their shareholders’ rights every time he takes any action (proxy, voting or attendance, in person or distance).

  • Shareholders’ meetings shall be quorate on first call when attended, in person or by proxy, by shareholders representing at least twenty-five per cent of the subscribed voting capital.

    On second call, the shareholders’ meeting shall be valid regardless of the capital attending.

    In order to validly resolve, any amendment of the Bylaws, an increase or reduction of capital, issue of debentures, cancellation or limitation of shareholders’ preferential subscription right over new shares, or the transformation, merger, demerger, global assignment of assets and liabilities, moving the registered office abroad or winding-up of the Company on debenture issues, capital increases or reductions, the transformation, merger, demerger or winding-up of the company, the general meeting shall necessarily be attended on first call, in person or by proxy, by shareholders representing at least fifty per cent (50%) of the subscribed voting capital. On second call, the attendance of twenty-five per cent (25%) of that capital shall be sufficient.

  • The General Shareholders’ Meeting may validly resolve on any amendment of the Bylaws with the favourable votes of the majority of the share capital present or duly represented, provided that on first call the meeting is attended by shareholders representing, at least, 50% of the subscribed voting capital. If the shareholders assisting on second call represent less than 50% of the subscribed voting capital, the resolutions shall be adopted with the favourable votes of at least two-thirds of the capital present or represented at the meeting.
  • The General Shareholders’ Meeting is chaired by the Chairman of the Board, or in his absence by a Vice-Chairman, or otherwise by a shareholder elected in each case by the shareholders attending the meeting.

    The Chairman shall be assisted by a Secretary, who shall be the Secretary of the Board, or in his absence the Vice-secretary of the Board or otherwise such person as may be appointed by the Shareholders’ Meeting.

  • The Chairman, before beginning his report on the year and the proposals to be submitted to the Annual General Meeting, and for the smooth running of the event, shareholders, who want to speak, are asked to show their attendance card to the staff at the Table, who will organise their speaking turns.

    When the Chairman has ended his speech on the most relevant aspects of the year, he will give the word to the shareholders who have so requested, and will guide and maintain the debate within the limits set by the Agenda. The Chairman will end the debate when he deems that the matter has been sufficiently debated.

    Should the Meeting also be held by telematic means, in accordance with the provisions of the Spanish Companies Act, the interventions and proposals for resolutions or requests for information or clarification, which, in accordance with that law, are intended to be made by those who are to attend by telematic means, must be sent to the company, in writing and in any case, in the form, terms and conditions established on the aforementioned company website, between 8 a.m. and 11 a.m. (CEST) on 7 May 2020 or, as the case may be, on 8 May 2020, depending on whether the General Meeting is held on first or second call, respectively.

    The telematic assistant who desires his or her intervention to be recorded in the minutes of the Meeting must expressly indicate this in the text of the same. Requests for information or clarification made by telematic assistants will be answered in writing during the seven days following the Meeting, in accordance with the provisions of the Spanish Companies Act. The telematic assistants who, having connected to the meeting at first call, have sent interventions and proposed resolutions or requests for information or clarification will have to send them again, under the terms indicated, on the day the meeting is held; otherwise they will be considered not to have been made.

  • Resolutions are passed with the votes cast in favour by the majority of the capital with voting rights attending and represented at the Annual General Meeting, unless the Law and in the Bylaws stipulate otherwise.

    As a rule and without prejudice to the possibility, at the discretion of the Chairman, of using the system by acclaim or raised hands or other alternative systems, the procedure for voting on the proposed resolutions shall be as follows:

    In the voting of the proposed resolutions a system of negative deduction shall be used, whereby all the votes corresponding to the shares attending and represented shall be considered votes for the proposal, deducting (a) the votes corresponding to any shares whose holders or proxies declare that they vote against or abstain, notifying or expressing their vote or abstention to the notary (or otherwise the secretary or assistants), to be put on record, (b) the votes corresponding to any shares whose holders or proxies have voted against or expressly abstained through distance voting means considered valid according to these Regulations, and (c) the votes corresponding to any shares whose holders or proxies have left the meeting prior to voting on the relevant proposed resolution and informed the notary (or otherwise the secretary or assistants) of their departure.

    (ii) The notifications or declarations to the notary or secretary regarding voting or abstention may be made individually for each of the proposed resolutions or jointly for several, or for them all, informing the notary (or otherwise the secretary or assistants) of the identity and status -shareholder or proxy- of the person making such declarations, the number of shares to which they refer and the vote cast, or abstention as the case may be.

  • The General Meeting is held in presence of a Notary, the notarial deed shall be considered as the minutes to the meeting, and as such, approval thereof is not required.

NOTE: The answers given are indicative, subject to the strict application of the current legislation (Companies Act, Bylaws and Regulations of the General Shareholders Meeting and legal regulations derived from the situation of the State of Alarm and COVID-19).

Last updated: April 2020