Repsol : 21/09/2016 The Company announces the closing of the sale of 10 % of Gas Natural SDG´s share capital to GIP III Canary 1 S.À R.L, and the termination of the agreement between Criteria Caixa and Repsol regarding Gas Natural SDG)

Repsol, S.A. Tlf.:+34 917 538 100

C/Méndez Alvaro, 44 +34 917 538 000

28045 Madrid Fax:+34 913 489 494

repsol.com

Official Notice

Madrid, September 21, 2016

Further to Official Notice 242611 issued by us on September 12, 2016, we hereby notify that on today's date Criteria Caixa, S.A.U. ("Criteria") and Repsol, S.A. ("Repsol") completed the transfer to GIP III Canary 1, S.à r.l. ("GIP") of shares representing 20% (10% in the case of Criteria and 10% in the case of Repsol) of Gas Natural SDG, S.A.'s ("Gas Natural") share capital, in accordance with the share purchase agreement signed on September 12, 2016.

Closing of the transaction occurred once all condition precedents were fulfilled. Pursuant to Official Notice issued by Gas Natural today, Gas Natural changed the composition of its Board of Directors and its Committees and amended its Board of Directors Regulations to require a two-third majority vote in respect of matters specified in Official Notice 242611.

Criteria and Repsol also confirm that, following the transfer of shares representing 20% of Gas Natural's share capital, the agreement between "la Caixa" and Repsol regarding Gas Natural dated 11 January 2000, as amended on 16 May 2002, 16 December 2002 and 20 June 2003, was terminated after fulfillment, through this transfer, of the condition to which its termination was subject.

* * *