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, June 7, 2017

Repsol discloses information in connection with the paid-up capital increase approved by the 2017 Annual Shareholders' Meeting under item six on the Agenda, as part of the shareholder remuneration program "Repsol Flexible Dividend" (scrip dividend). The informative document, required by Article 26.1.e) of Royal Decree 1310/2005, of 4 November (implementing Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading), is enclosed.

Informative Document Capital increase charged to reserves from retained earnings Repsol, S.A.

June 7, 2017

This document has been prepared in accordance with article 26.1.e) of Royal Decree 1310/2005.
  1. Background and purpose

    The Annual Shareholders' Meeting of Repsol S.A. ("Repsol" or the "Company") held on May 19, 2017, under item six on the agenda, approved an increase in the share capital of Repsol, with full charge to reserves from retained earnings, in an amount to be determined in accordance with the terms and conditions set out in the resolution (the "Capital Increase"), and delegated the execution of such Capital Increase to the Board of Directors of Repsol, with authority to delegate further, pursuant to article 297.1.a) of the Companies Act.

    In exercise of said delegation, the Company's Board of Directors, at its meeting held on May 19, 2017 approved, among other matters, to delegate to the Delegate Committee and the CEO Mr. Josu Jon Imaz San Miguel, each acting severally, all the powers granted to it by the Annual Shareholders' Meeting in relation to the Capital Increase, and in particular the power to execute the Capital Increase, to fix the date of its execution and all other aspects not contemplated in the resolution of the Annual Shareholders' Meeting.

    In order to inform to the market properly and in advance, on May 19, 2017 the Company announced an estimated timetable for the execution of the Capital Increase, registering the corresponding official notice.

    According to resolutions adopted on May 19, 2017, the Company's CEO approved the commencement of the Capital Increase on June 7, 2017, pursuant to the terms approved by the Annual Shareholders' Meeting, as reflected in this document.

    This document is issued in accordance with article 26.1.e) of Royal Decree 1310/2005, of 4 November, by virtue of which the preparation and publication of a prospectus related to the listing of the shares issued as a result of the Capital Increase will not be necessary "if a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer", the purpose of this Informative Document. This document is available on the Company's website (www.repsol.com) and on the website of the Spanish Securities Market Commission (www.cnmv.es).

    The purpose of this document is, therefore, to provide all the information in relation to the Capital Increase that is available as at this date.

  2. Purpose of the Increase: Repsol Flexible Dividend Program

The Capital Increase serves as an instrument to implement the shareholder remuneration "Repsol Flexible Dividend" program, in substitution of the traditional payment of the 2016 final dividend. The purpose of this remuneration system, that was first established by the Company in 2012, is to offer all of the Company's shareholders the option, at their election, to receive new paid-up shares of the Company, or an amount in cash by selling their free-of-charge allocation rights to the Company (if not sold on the market), as explained herein.

The "Repsol Flexible Dividend" program is similar to those programs implemented by other companies in IBEX-35. With it, the Company offers its shareholders an alternative which, without affecting their right to receive the entire remuneration in cash if they so wish, gives them the opportunity to receive paid-up shares of the Company.

The "Repsol Flexible Dividend" program operates as follows. Each shareholder will receive a free-of- charge allocation right for every Repsol share held on the date mentioned in section 3.1 below. These rights will be listed and may be traded on the Spanish Stock Exchanges during a 21 calendar day period. Following the end of this period, the rights will be automatically converted into new Repsol shares. Each shareholder may elect one of the following alternatives:

  1. Not to sell their free-of-charge allocation rights. In this case, at the end of the trading period, the shareholder will receive the corresponding number of new paid-up shares.

  2. To sell all or part of their free-of-charge allocation rights to the Company under the Purchase Commitment at a guaranteed fixed price, mentioned in this document. Shareholders choosing this option would monetize their rights and would receive a remuneration in cash, as in previous years. The Purchase Commitment will only be applicable with respect to those rights freely received by the shareholders, not to those purchased or otherwise acquired on the market, and will be in force and may be accepted during such time, within the trading period of the rights, mentioned in section 3.4 below.

  3. To sell all or part of their free-of-charge allocation rights on the market, during the trading period mentioned in section 3.4 below. Shareholders choosing this option would also monetize their rights, although in this case they would not receive a guaranteed fixed price, as in option

(b) above, but instead the consideration payable for the rights would depend on market conditions in general and the quotation price of those rights in particular.

In consideration of their own needs, Company's shareholders may combine any or all of the alternatives mentioned above.

Please note that tax treatment differs depending on the alternative elected. A summary of the tax regime in Spain applicable to the proposed operation can be found in paragraph 2.6 of the report by the Board of Directors on the proposal of resolution submitted to the Annual Shareholders' Meeting that were approved under items six and seven on the Agenda, which is available on the Company's website (www.repsol.com). In any case, please note that the taxation of the different options related to the Capital Increase set out therein does not cover all possible tax consequences.

Consequently, shareholders are recommended to consult their tax advisers on the specific tax impact of the proposed operation and to pay attention to any changes or amendments that may be made in both

Repsol SA published this content on 07 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 07 June 2017 18:40:24 UTC.

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