-
What options do shareholders have under this system?
Shareholders may freely choose to do any of the following:
- Not sell the rights and receive free-of-charge the corresponding shares, according to the formula determined when the capital increase is carried out.
- Sell part or all of the rights on the stock exchange. In this case, shareholders would receive the total in cash according to the market price of the free-of-charge allocation rights.
- Sell part or all of the free-of-charge allocation rights to REPSOL under the purchase commitment taken on by the Company. In this case, shareholders would receive the total in cash, according to the guaranteed set price. This option is only available to the shareholders who hold shares on the record date, i.e., the effective settlement date for transactions made on the last trading day and only for the free allocation rights they receive. As a result, it is not possible to apply for this option regarding free allocation rights acquired on the stock exchange.
-
How many rights would shareholders receive for each REPSOL share they hold?
- One right per share.
-
Which option is more attractive to shareholders: receiving cash or shares?
That is a decision which shareholders must make reviewing their own personal, financial, and asset-related circumstances.
Generally, shareholders must decide whether they prefer to receive new bonus REPSOL shares or if they have liquidity needs and prefer cash.
In any case, as the specific situation for each shareholder depends on his/her own personal, financial, and asset circumstances, as well as on his/her applicable tax system, shareholders must review their decisions with their financial advisors, should they deem it appropriate.
-
Can shareholders decide to receive their remuneration partly in bonus shares and partly in cash?
- Yes. To do so, shareholders must sell part of their free-of-charge allocation rights either to REPSOL or on the stock exchange and keep the other part.
-
What happens to shareholders who do not select an option?
If their Repsol shares are listed on Spanish stock exchanges, shareholders will receive the Repsol shares that correspond to them, according to the formula determined when the capital increase is carried out. Regarding the remaining rights—i.e., the rights that do not meet the minimum number to acquire a new share according to the aforementioned formula—, normally these rights are sold on the stock exchange and shareholders receive the cash from the transaction. This is subject to the terms of the relationship that shareholders maintain with the institution with which their shares are stored.
By contrast, for holders of American Depositary Shares (ADSs) or American Depositary Receipts (ADRs), the default option is to receive cash—except if the holders have reported their decision in prior operations to receive new shares—via transfer of the free-of-charge allocation rights to REPSOL at the set price guaranteed by REPSOL.
In both cases, the default option will be subject to the terms of the relationship that shareholders maintain with the institution with which their shares are held.
-
How long do shareholders have to report the option they have selected?
If shareholders decide to sell their rights on the stock exchange, they must contact the institution where their shares are held and follow its instructions in order that the institution may sell the rights during the negotiation period set for these purposes. This period will be at least 15 calendar days after publication of capital increase announcement in the Official Gazette of the Mercantile Registry.
If shareholders decide to sell their rights to REPSOL at the guaranteed price, they must also contact their depositary institution and follow its instructions so that it may process the sale of their rights to REPSOL. The period to select this option expires several days prior to the end of the rights negotiation period on the stock exchange.
It is expected that in the execution of the extension of the first paid-up capital increase approved by the 2019 Annual Shareholders Meeting, the Rights trading period begins on June 15th, 2019 and expires on July 4th, 2019. The period to select the option to sell rights to REPSOL will be open from June 15th to the July 4th, 2019.
The date after which Repsol shares will be listed as ex-coupon will be the first trading day following the last trading date (the last day for trading REPSOL shares entitled to participate in the Repsol Flexible Dividend Program). This date is June 17th, 2019.
-
If shareholders wish to receive their remuneration in cash as the dividend, what must they do?
Shareholders must contact the financial institution where they have deposited their shares to provide instructions on how to sell their free-of-charge allocation rights to REPSOL or on the stock exchange, according to the option they have selected and always taking into account the deadlines established for each option.
Shareholders must take into account the option that will be applied if they do not send any instruction to the financial institution where their shares are held (See question 10. What happens if shareholders do not select an option?)
-
In the event that shareholders decide to receive cash, would it be better to sell the rights to REPSOL or sell them on the stock exchange?
Rights will be sold to REPSOL at a guaranteed price while they will be sold on the stock exchange at the list price for these rights. Therefore, in the second case, shareholders may receive an amount that is greater, equal to, or lower than the guaranteed price.
In either case, the financial institution where shareholders have deposited their shares may establish, in accordance with the applicable laws, the commissions and expenses which they freely determine for processing purchase orders and the sale of free-of-charge allocation rights.
In any case, as the specific situation for each shareholder depends on his/her own personal, financial, and asset circumstances, as well as on his/her applicable tax system, shareholders must review their decisions with their financial advisors, should they deem it appropriate.
-
If shareholders decide to sell their rights on the Spanish Stock Exchange, when will they receive the money?
- On the second trading day after the sale, the same as any transaction performed in this market.
-
If shareholders decide to sell their rights to REPSOL, when will they receive the money?
On the same dates on which they traditionally received dividend payments in cash and, generally, the second trading day after the end of the negotiation period for rights on the stock exchange.
It is expected that in the execution of the first paid-up capital increase approved by the 2019 Annual Shareholders Meeting, the payment date to shareholders who sell their rights to REPSOL will be made on July 8th, 2019.
-
Will shareholders receive less if they decide to receive cash?
No. REPSOL has agreed to purchase free-of-charge allocation rights at a set price calculated prior to the beginning of the negotiation period for rights. The gross price that shareholders will receive they sell their rights to REPSOL will be the same the value of the new shares they would receive if they did not sell their rights. This figure may be subject to rounding.
If shareholders decide to sell their rights on the stock exchange, the total they will receive for this sale will depend on the list price of the rights on the market.
-
If shareholders decide to receive shares, will they have to pay for them?
No. The capital increase will be performed free of expenses and commissions in relation to the allocation of newly issued shares. REPSOL will cover the expenses for issuing, underwriting, putting shares on the market, admission to trading, and other expenses related to the capital increase.
Nonetheless, the financial institution where shareholders have deposited their shares may establish, in accordance with the applicable laws, the commissions and expenses which they freely determine for underwriting new shares and administration, resulting from maintaining the stocks in the accounting records.
-
How many rights are needed to receive a new share?
REPSOL will prepare an Informative Document containing details on the transaction and its schedule.
The final number of rights needed for the allocation of one new share (exchange ratio) will mainly depend on the quotation price of the shares on the following days: June 4th, 5th, 6th, 7th, and 10th, 2019; it will also depend on the number of outstanding shares in the moment of implementation of the capital increase (currently 1,558,877,582 shares).
Before the start of the period offered to the shareholders for making their decision, REPSOL will make publicly available the number of Rights needed for the allocation of one new share and the guaranteed fixed price of the Purchase Commitment. It is expected that in the execution of the first paid-up capital increase approved by the 2019 Annual Shareholders’ Meeting, this information will be published on June 11th, 2019 in the Informative Document.
-
What if a shareholder has REPSOL shares deposited in more than one institution?
The exchange formula, and the number of new shares resulting from its use, will be applied for each securities account at each depositary institution. Therefore, if a shareholder has REPSOL shares deposited in various institutions, he/she may receive a fewer new shares than if all of his/her shares were deposited in the same institution.
If, for example, the exchange formula is 1 new share for each 20 rights and a shareholder has 60 shares deposited in the same institution, he or she would receive 3 new shares. If another shareholder has 60 shares deposited in 2 separate institutions—39 in bank A and 21 in Bank B—he or she would receive only 2 new shares: 1 for each bank, and 20 rights remaining (19+1) that, unless the shareholder instructs differently, will be sold on the stock exchange.
-
What about if there are not enough rights to receive a share?
Being subject to the terms of the relationship shareholders have with the institution where their shares are deposited, normally they are sold on the stock exchange, unless shareholders instruct differently, and shareholders receive the cash from transaction.
-
If shareholders wish to receive more shares than those corresponding to the free-of-charge allocation rights, can they acquire more free-of-charge allocation rights?
Yes. This is an investment decision separate from the REPSOL Flexible Dividend system.
-
If shareholders decide to receive shares, when will they receive them?
The new shares will be allocated several days after the date on which the cash payment is made to the shareholders who decided to sell their rights to REPSOL.
This difference between the cash payment date for the purchase price of rights and the delivery date of the new shares is mainly due to the processing needed to introduce the new shares to the stock exchange and include them in the appropriate accounting records.
Subject to obtaining all necessary authorizations, it is expected in the execution of this first paid-up capital increase, approved by the 2019 Annual Shareholders’ Meeting, that the commencement of ordinary trading of the new shares on the Spanish stock exchanges will be on July 22nd, 2019.
-
How much will REPSOL increase share capital with this system?
- It will depend on the shareholders that decide to receive shares and the list price for shares taken as a reference to calculate the number of rights needed to receive a new share. emitir.
-
How will the allocation of free-of-charge allocation rights affect the list price of Repsol stock?
- The first day the free-of-charge allocation rights are listed on the market, Repsol shares will begin to be listed deducting the theoretical value of the free-of-charge allocation right. Therefore, the date on which Repsol stock will be listed as ex-coupon is June 17th, 2019.
-
Will the issuance of new shares affect listing?
- We do not expect it to have a significant impact.
-
I am a bare owner of REPSOL shares subject to a usufruct agreement. How does this system work in my case?
The bare owner has the right to make the decision about what to do with the free-of-charge allocation rights corresponding to shares in usufruct. If you decide to receive new shares or sell the rights on the stock exchange, the usufruct will extend to new shares or the product of the sale. If you decide to sell the rights to REPSOL, the cash you receive will be considered as fructus civiles of the shares, corresponding to the limited owner.
However, as your specific situation depends on your own personal, financial, and asset circumstances, as well as on your applicable tax system, you must review your decision with you consultant, if you deem it appropriate.
-
I am a limited owner of Repsol shares, how does the Flexible Dividend Program work in my case?
The bare owner has the right to make the decision about what to do with the free-of-charge allocation rights corresponding to shares in usufruct. If the bare owner decides to sell the rights to REPSOL, you will receive, as the limited owner, the corresponding cash, which will be considered as fructus civiles of the shares. If the bare owner decides to receive new shares or sell the rights on the market, the usufruct will extend to new shares or the product of the sale.
However, as your specific situation depends on your own personal, financial, and asset circumstances, as well as on your applicable tax system, you must review your decision with you consultant, if you deem it appropriate.
-
What about shares that are under joint ownership?
In this case, the joint owners must designate a single person to exercise shareholder rights and, in this case, to decide what to do with the free-of-charge allocation rights corresponding to shares under joint ownership.
This is subject to the terms of the relationship that shareholders maintain with the institution with which their shares are held.