Repsol : The Board of Directors approves the appointment of a new Independent Director and the suspension of the execution of the share capital reduction approved by the General Shareholders´Meeting on March 28, 2014

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Tel.: +34 91 753 87 87 www.repsol.comprensa@repsol.com

Press release

Houston, 28 January 2015

4 pages

Mario Fernández joins the Audit and Control Committee

 The Repsol Board of Directors today agreed the appointment of international energy market expert J. Robinson West as an independent director.

 Proposed by the Nomination and Compensation Committee, West will also be a member of the Delegate Committee.

 The Board has also approved the appointment of the independent director Mario Fernández as member of the Audit and Control Committee.

The Repsol Board of Directors, which met today in Houston (USA), agreed, at the proposal of the Nomination and Compensation Committee, the appointment of J. Robinson West as independent director of the company. Following his appointment, the Board has also agreed to appoint him as a member of the Delegate Committee.
J. Robinson West is an internationally recognized expert with extensive experience in oil and gas. He is currently a Senior Adviser to the Energy & National Security Program at the Center for Strategic & International Studies (CSIS) in Washington DC. He founded the international consultancy group PFC Energy, and he has held several positions of responsibility in the White House staff in several administrations.
The Repsol Board of Directors also approved today the appointment of market and finance expert Mario Fernández Pelaz, an independent director of the Board, as amember of the Audit and Control Committee.
The Board of Directors has also agreed to suspend the execution of the share capital reduction approved at the General Shareholders´ Meeting of the Company on March
28, 2014, considering that the acquisition of Talisman Energy Inc. and the
consumption of liquidity that it entails is a supervening circumstance that could not therefore be taken into account at the time the resolution was approved by the
Shareholders´ Meeting and which make it advisable to rescind it.

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This must be confirmed at the next Annual Shareholders´ Meeting. The intention of the Board is to submit for the Shareholders´ Meeting consideration the annulment of the capital reduction resolution with the provision that, if shareholders chose to uphold it, the Company would proceed immediately to its implementation.
With these agreements, the composition of the Board of Directors of Repsol and its
Committees is as follows:

Chairman: Mr. Antonio Brufau Niubó (Executive Director)

First Vice Chairman: Mr. Isidro Fainé Casas (Institutional Outside Director)

Second Vice Chairman: Mr. Manuel Manrique Cecilia (Institutional Outside Director)

CEO: Mr. Josu Jon Imaz San Miguel (Executive Director)

Directors: Mr. Artur Carulla Font (Independent Outside Director) Mr. Luis Carlos Croissier Batista (Independent Outside Director) Mr. Rene Dahan (Institutional Outside Director) Mr. Ángel Durández Adeva (Independent Outside Director) Mr. Javier Echenique Landiríbar (Independent Outside Director) Mr. Mario Fernández Pelaz (Independent Outside Director)

Ms. María Isabel Gabarró

Miquel

Mr. José Manuel Loureda

Mantiñán

(Independent Outside Director) (Institutional Outside Director)

Mr. Juan María Nin Génova (Institutinal Outside Director) Mr. Henri Philippe Reichstul (Independent Outside Director)

Mr. Luis Suárez de Lezo

Mantilla(*)

(Executive Director)

Mr. J. Robinson West (Independent Outside Director)

(*) Director and Secretary

Mr. Antonio Brufau Niubó (Chairman) Mr. Isidro Fainé Casas

Mr. Manuel Manrique Cecilia Mr. Josu Jon Imaz San Miguel Mr. Artur Carulla Font

Mr. Rene Dahan

Mr. Henri Philippe Reichstul

Mr. Luis Suárez de Lezo Mantilla

Mr. J. Robinson West

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Mr. Javier Echenique Landiríbar (Chairman) Mr. Luis Carlos Croissier Batista

Mr. Ángel Durández Adeva

Mr. Mario Fernández Pelaz

Mr. Artur Carulla Font (Chairman) Mr. Mario Fernández Pelaz

Ms. María Isabel Gabarró Miquel Mr. José Manuel Loureda Mantiñán Mr. Juan María Nin Génova

Mr. Juan María Nin Génova (Chairman) Mr. Luis Carlos Croissier Batista

Mr. Javier Echenique Landiríbar

Ms. María Isabel Gabarró Miquel

Mr. José Manuel Loureda Mantiñán

A graduate of the University of North Carolina at Chapel Hill and Juris Doctor by the Temple University Law School of Philadelphia, West is a renowned international energy expert, specifically in oil and gas. He founded PFC Energy in 1984 and was its Chairman until 2013.
Before founding PFC Energy, West held various positions of responsibility at the White House in different administrations. During the Reagan administration he developed and implemented the five-year plan for the use and exploitation of the Outer Continental Shelf (OCS) oilfields and organized the leasing schedule, the largest non-financial auction in the world at that time. He served in the Ford administration as deputy assistant secretary of defense for international economic affairs and received the Secretary of Defense Medal for Outstanding Civilian Service.
He is currently Senior Adviser to the Energy & National Security Program at the Center for Strategic & International Studies (CSIS), a non-profit organization based in Washington that advises governments and public companies on analysis and solutions to the challenges facing the world of energy.
He is also a Member of the National Petroleum Council and Emeritus Vice-President of the Institute of Peace of the United States, amongst other organizations.

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Law Graduate by the University of Deusto in 1965, he has been Professor of Business Law at the University of Deusto and of several Master's courses of the Deusto Business School.
Mario Fernández Pelaz is a well-known businessman and finance professional. He was Executive Chairman of Kutxabank until last year, after achieving the best scores amongst Spanish banks in stress tests. He has also been Vice-Chairman of CECA (Spanish Confederation of Savings Banks).
He has held a number of positions of public responsibility throughout his long professional career, as regional Employment Minister and Vice President of the Basque Government.
The author of several publications about commercial and financial issues, Fernandez has been a member of the Board of Directors of Repsol since 2011.

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