Repsol : The Company sends the full text of the notice of call for the Ordinary General Shareholders' Meeting 2017

Official Notice

Madrid, April 6, 2017

Repsol announces the notice of call of the General Shareholders Meeting of the Company which is expected to be held on May 19, 2017 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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Official Notice

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 18 May 2017 on first call and at the same time and place on 19 May 2017 on second call.

The General Shareholders' Meeting will foreseeably be held on SECOND CALL, that is, on 19 May 2017, 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).

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

POINTS REGARDING SHAREHOLDER'S REMUNERATION

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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 Spanish 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.

POINT REGARDING THE AUTHORISATION AND EXPRESS DELEGATION REQUIRED FOR THE BOARD OF DIRECTORS

POINTS REGARDING THE COMPOSITION OF THE BOARD OF DIRECTORS

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POINTS REGARDING REMUNERATION OF THE COMPANY DIRECTORS

POINT REGARDING GENERAL MATTERS

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.

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

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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.

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

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.

Save otherwise indicated by the represented shareholder, the proxy will be deemed extended to proposed resolutions not submitted by the Board of directors or any business which,

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although not included on the agenda, may lawfully be put to the vote at the General Shareholders' Meeting.

If the proxy is extended as per the preceding paragraph, unless otherwise indicated by the represented shareholder, the latter will be deemed to have issued specific instructions to vote against the proposal.

Pursuant to Articles 523 and 526 of the Companies Act, the Board of Directors informs shareholders as follows: (i) the Chairman of the Board of Directors and other Board members may be in a situation of potential conflict of interest in respect of points third (Review and approval, if appropriate, of the management of the Board of Directors of Repsol, S.A. during 2016); sixteenth (Advisory vote on the Repsol, S.A. Annual Report on Directors' Remuneration for 2016) and twentieth (Examination and approval, if appropriate, of the Remuneration Policy for Directors of Repsol, S.A. (2018-2020)) ; (ii) the CEO may be in a situation of potential conflict of interest in respect of point seventeenth (Implementation of a compensation system referred to the share value for the CEO of the Company); (iii) the CEO and the General Counsel Director of the Board may be in a situation of potential conflict of interest in respect of point eighteenth (Approval, if appropriate, of the inclusion of a target related to the performance of total shareholder returns in the 2017-2020 Long Term Multi-Year Variable Remuneration Plan) and nineteenth (Approval, if appropriate, of the awarding of shares to the Executive Directors in partial payment of their remuneration under the Long-Term Multi-Year Remuneration Plans);

(iv) the Directors whose re-election, ratification and/or appointment is proposed under points ninth (Re-election of Mr. Rene Dahan as Director); tenth (Re-election of Mr. Manuel Manrique Cecilia as Director); eleventh (Re-election of Mr. Luis Suárez de Lezo Mantilla as Director); twelfth (Ratification of the appointment by co-optation and re-election as Director of Mr. Antonio Massanell Lavilla); thirteenth (Appointment of Ms. Maite Ballester Fornés as Director); fourteenth (Appointment of Ms. Isabel Torremocha Ferrezuelo as Director) and fifteenth (Appointment of Mr. Mariano Marzo Carpio as Director) of the agenda are in a conflict of interest in respect of those points; and (v) if one or any of the proposals contemplated in the Companies Act, Art. 526, sections (b) (removal or cessation) or (c) (exercise of a corporate action for liability), the director or directors affected by those proposals would be in a conflict of interest for the voting thereof.

The shareholder shall notify the designated representative in writing or by electronic means of the proxy granted in his favour. If the proxy is granted in favour 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.

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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.

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.

In addition to the provisions of Articles 197 and 520 of the Companies Act, from the date of publication of this notice of call to the date of the General Shareholders' Meeting, the following information and documents 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.

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 2016.

4. The Auditors' Report 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 2016.

5. The Management Report of Repsol, S.A. and the Consolidated Management Report of the Repsol Group for the year ended 31 December 2016.

6. 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 on the Agenda including the reports of the Nomination Committee regarding points ninth, tenth, eleventh, twelfth, thirteenth, fourteenth and fifteenth of the Agenda.

7. Identity, curriculum and category of Directors whose re-election, ratification and/or appointment is submitted to the Shareholders´ Meeting.

8. The Annual Report on Corporate Governance for the year ended 31 December 2016.

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9. The Repsol, S.A. Report on Directors' Remuneration for the year ended 31 December 2016.

10. The Remuneration Policy for Directors of Repsol, S.A. (2018-2020)

11. The explanatory Report of the Compensation Committee on the Repsol, S.A. Remuneration Policy for Directors.

12. The currently valid consolidated texts of the Bylaws, Regulations of the General Shareholders' Meeting and Regulations of the Board of Directors.

13. The report regarding the External Auditor Independence

14. The Activity Report of the Audit and Control Committee for the year ended 31 December 2016.

15. The Sustainability Report 2016.

16. The model attendance, proxy and voting card for the Ordinary General Shareholders' Meeting.

As from the date of publication of the notice of call, shareholders may examine at the registered office (Calle Méndez Álvaro, nº 44, 28045 Madrid) or request immediate delivery or remittance, free of charge (by e-mail with acknowledgement of receipt if the shareholder accepts this method) copies of all the documents listed in paragraphs 1 - 16 above for or related with the Ordinary General Shareholders' Meeting. Requests for these documents shall be made by ordinary post sent to the Shareholder Information Office, Calle Méndez Álvaro, nº 44, 28045 Madrid, or by telephone on no. 900 100 100, or by e-mail to infoaccionistas@repsol.com.

In addition, from the publication of this notice up to the fifth calendar day (inclusive) prior to the date of the General Meeting, shareholders may request in writing further information or clarifications or submit such written questions as they may deem fit in respect of the points on the agenda. In the same form and time, shareholders may request written explanations on (i) the information available to the public submitted by the Company to the National Securities Market Commission since the date of the previous General Shareholders' Meeting, i.e. since 20 May 2016; and (ii) 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 2016. The foregoing is without prejudice to the right of any shareholders to request orally, during the Ordinary Shareholders' Meeting, such information or explanations as they may consider necessary on the matters included on the agenda, or to request such

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explanations as they may deem fit on the information contemplated in indents (i) and (ii) above.

1. Voting by distance communication prior to the General Shareholders' Meeting

   Pursuant to Article 23 of the Articles of Association and Article 7 of the Regulations of the General Shareholders' Meeting, shareholders entitled to attend may vote through distance communication on the proposals regarding the points on the Agenda prior to the date of the General Meeting, provided the identity of the voting shareholder is duly guaranteed.

2. Means for distance voting

   The means of communication valid for distance voting are as follows:

3. Postal vote

   To vote by post on the points 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 -with a handwritten signature-, 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) and at the Shareholder Information Office. That card, duly signed, must be sent to the Company (by the shareholder or his appointed proxy) together with the corresponding card issued by the member of IBERCLEAR, which must also contain the handwritten signature of the voting shareholder.

4. Electronic vote

5. Shareholders may vote on the points on the Agenda for the Shareholders' Meeting through the company's website (www.repsol.com), entering the Ordinary Shareholders' Meeting 2017 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.

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6. Specific rules for distance voting

7. Voting indications

   If the shareholder sending a distance vote fails to mark any of the boxes provided for any of the points on the Agenda, he will be presumed to vote for the Board's proposal.

8. Receipt by Company

9. In order to be valid, postal or electronic votes must be received by the company no later than 24:00 on 17 May 2017.

   After this time, the company will only accept the votes cast at the general meeting.

10. Distance proxies

    Pursuant to Article 24 of the Bylaws and Article 8 of the Regulations of the General Shareholders' Meeting, shareholders entitled to attend may grant a proxy through distance communication for voting on the proposals regarding the points on the Agenda prior to the date of the General Meeting, provided the identity of the voting shareholder is duly guaranteed.

11. Means for granting proxies

    The means of communication valid for distance proxies are as follows:

12. 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

    This section must be signed -with a handwritten signature- 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) and at the Shareholder Information Office. That card, duly signed, must be

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    sent to the Company together with the corresponding card issued by the member of IBERCLEAR, which must also contain the handwritten signature of the shareholder granting the proxy.

13. Electronic proxy

14. Shareholders may grant proxies through the company's web site (www.repsol.com), entering the Ordinary Shareholders' Meeting 2017 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.

15. Specific rules for distance proxies

    Distance proxies will be subject to the general rules established for representation at Shareholders' Meetings in respect of (i) blank proxies received by the Company; (ii) the issuing of specific voting instructions, consisting of voting in favour of the proposed resolutions submitted by the Board of Directors if the voting instruction boxes are not marked; (iii) extension of the proxy to proposed resolutions not submitted by the Board of Directors and any business not included on the Agenda that may be transacted at the Shareholders' Meeting; and voting instructions in those cases; and (iv) the necessary notification to the designated representative of the proxy granted in his favour, or revoked, as the case may be.

    In order to be valid, postal or electronic proxies must be received by the company no later than 24:00 on 17 May 2017. After this time, the Company will only accept the proxies made in writing on the attendance, proxy and voting cards presented for inclusion in the shareholder entry register on arrival at the time and place indicated for the Shareholders' Meeting.

    At the date and place of the General Shareholders' Meeting, proxies must prove their identity, showing their National Identity Document or any other official document generally accepted for these purposes, together with the attendance, proxy and voting card or a print-out of the electronic proof of proxy, as the case may be, so that the company can confirm the proxy granted.

16. Rules common to distance voting and distance proxies

18. Confirmation of distance vote or distance proxy

    The validity of votes cast and proxies granted through distance communication is subject to checking of the particulars supplied by the shareholder against those contained in the file supplied by IBERCLEAR. In the event of any discrepancy between the number of shares indicated by the shareholder in the proxy form or distance voting form and those indicated in the

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    aforesaid file, the number of shares indicated by IBERCLEAR will prevail for the purposes of quorum and voting.

19. Rules of priority

    Personal 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.

    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.

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

    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 Companies 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).

20. Other provisions

The Company reserves the right to modify, suspend, cancel or restrict the electronic voting and proxy mechanisms for technical or security reasons. The Company further reserves the right to request additional identification from shareholders as and when it may deem fit to guarantee the identity of those concerned, the authenticity of the vote or proxy and, in general, the legal certainty of the General Shareholders' Meeting.

The Company will not be responsible for any damages caused to shareholders through unavailability, maintenance and effective functioning of its website and the services and contents provided through such site, or for any faults, overrun, overload, fallen lines, connection faults or whatsoever other similar incidents beyond the Company's control, which prevent use of the electronic voting and proxy mechanisms.

Electronic voting and proxy mechanisms will be available online from 19 April 2017 to 24:00 on 17 May 2017.