Repsol : announces the notice of call of the 2016 General Shareholders Meeting

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Official Notice

c/ Méndez Álvaro 44 28045 Madrid España

Tel. [phone]

34 917 538 000

Fax [phone]

www.repsol.com

Madrid, April 6, 2016

Repsol announces the notice of call of the General Shareholders Meeting of the Company which is expected to be held on May 20, 2016 on second call, at 12:00 noon, at the Palacio Municipal de Congresos, Avenida de la Capital de España-Madrid, Campo de las Naciones, Madrid.

The notice of call together with the other documents for the General Shareholders Meeting referred to therein are available in the Company's registered office and in the web page (www.repsol.com).

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REPSOL, S.A. NOTICE OF CALL TO ORDINARY GENERAL SHAREHOLDERS' MEETING

By resolution of the Board of Directors of Repsol, S.A. shareholders are called to the Ordinary General Shareholders' Meeting (AGM), which will be held at Palacio Municipal de Congresos, Avenida de la Capital de España-Madrid, Campo de las Naciones, Madrid, at 12:00 on 19 May 2016 on first call and at the same time and place on 20 May 2016 on second call.

The General Shareholders' Meeting will foreseeably be held on SECOND CALL, that is, on 20 May 2016, at the place and date indicated above. 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).

AGENDA

POINTS REGARDING THE ANNUAL ACCOUNTS, RESULTS ALLOCATION, MANAGEMENT BY THE BOARD AND THE RE-ELECTION OF THE ACCOUNTS AUDITOR

First. Review and approval, if appropriate, of the Annual Financial Statements and Management Report of Repsol, S.A., the Consolidated Annual Financial Statements and Consolidated Management Report, for fiscal year ended 31 December 2015.

Second. Review and approval, if appropriate, of the proposed results allocation for 2015.

Third. Review and approval, if appropriate, of the management of the Board of Directors of Repsol, S.A. during 2015.

Fourth. Appointment of the Accounts Auditor of Repsol, S.A. and its Consolidated Group for fiscal year 2016.

POINTS REGARDING SHAREHOLDER'S REMUNERATION

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 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.

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 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.

POINTS REGARDING PROGRAMS FOR PARTICIPATION IN THE SHARE CAPITAL OF THE COMPANY

Seventh. Share Acquisition Plan by Beneficiaries of Multiannual Remuneration Programmes.

POINTS REGARDING THE COMPOSITION OF THE BOARD OF DIRECTORS

Eight. Re-election of Mr. Isidro Fainé Casas as Director.

Ninth. Ratification of the appointment by co-optation and re-election as Director of Mr. Gonzalo Gortázar Rotaeche.

POINTS REGARDING REMUNERATION OF THE COMPANY DIRECTORS

Tenth . Advisory vote on the Repsol, S.A. Annual Report on Directors' Remuneration for 2015.

Eleventh. Implementation of a compensation system referred to the share value for the CEO of the Company.

POINT REGARDING GENERAL MATTERS

Twelfth. Delegation of powers to interpret, supplement, develop, execute, rectify and formalize the resolutions adopted by the General Shareholders' Meeting.

During the Shareholders' Meeting the shareholders will be informed on the amendment to the Regulations of the Board of Directors, pursuant to Article 528 of the Companies Act.

RIGHT TO SUPPLEMENT THE AGENDA AND PROPOSE NEW RESOLUTIONS

Shareholders representing at least three per cent of the capital may request the publication of a supplemental notice of call, including one or several points on the agenda. This request shall be sent through any certifying means, to be received at the registered office within five days after publication of

this notice of call, stating the identity of the shareholders exercising the right, the number of shares they hold and the points to be included in the agenda, enclosing the reasons for their proposal or the corresponding proposed resolutions and justification thereof, together with any other relevant documents. The same shareholders representing at least three per cent of the capital may also submit, by any certifying means to be received at the registered office within five days after publication of this notice of call, proposed resolutions, stating reasons, on matters already included or to be included on the agenda, all pursuant to Article 519.3 of the Companies Act. The foregoing is without prejudice to the right of any shareholder, during the General Meeting, to submit alternative proposals or proposals on points that do not need to be included on the agenda, pursuant to the Companies Act.

RIGHT TO ATTEND

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 and vote.

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. Attendance, proxy and voting cards may be exchanged on the date of the Shareholders' Meeting for other standardized documents for recording attendance, issued by the Company to facilitate drawing-up of the attendance list and exercise of the shareholders' voting and other rights.

The registration of attendance, proxy and voting cards shall commence two (2) hours before the scheduled time of the General Shareholders' Meeting.

For the purpose of verifying the identity of shareholders or their valid representatives, attendees may be asked for proof of identity on entry to the Shareholders' Meeting, presenting their National Identity Document or any other official document generally accepted for these purposes

REPRESENTATION

Any shareholder entitled to attend may be represented by a proxy, who need not be a shareholder.

If the name of the proxy is left blank on the proxy form received by the Company, it will be presumed granted in favour of the Chairman of the Board or, in his absence, the Secretary of the AGM. The shareholder's proxy may appoint a substitute for voting in cases of conflict of interest.

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.