Information on the General Shareholders' Meeting and the resolutions adopted

Repsol, S.A. has held its General Shareholders Meeting on May 19th, 2017, on second call, at 12:00 at Palacio Municipal de Congresos, Avenida de la Capital de España-Madrid, without number, Campo de las Naciones. The number of shareholders who attended or were represented in the meeting was 25,650 holding a total number of 852,751,761 shares that represent 56.987% of the Company’s share capital. After declaring the existence of quorum, the Chairman of Repsol, Mr. Antonio Brufau Niubó and the CEO, Mr. Josu Jon Imaz, informed shareholders, amount others matters, of the environment, the energy transition, the results of the year 2016 and the results of the first quarter of the year 2017. Following the presentation, a question and answer period began with the Chairman and the CEO answering to shareholders queries. Once this period finished, the shareholders voted the proposals of resolution submitted by the Board of Directors concerning each of the items of the Agenda. The vote to the proposals of resolution corresponding to each of the items of the Agenda was as follows:

 

Resolutions
Number of shares Percentage of share capital in attendance (1)
One. 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 2016. For 852,206,530 99.936%
Against 273,757 0.032%
Abstained 196,081 0.023%
Two. Review and approval, if appropriate, of the proposed results allocation for 2016. For 851,657,869 99.872%
Against 845,736 0.099%
Abstained 172,763 0.020%
Three. Review and approval, if appropriate, of the management of the Board of Directors of Repsol, S.A. during 2016. For 849,418,066 99.610%
Against 3,043,094 0.357%
Abstained 210,909 0.025%
Four. Appointment of the Accounts Auditor of Repsol, S.A. and its Consolidated Group for fiscal year 2017. For 839,857,354 98.488%
Against 12,360,552 1.449%
Abstained 458,462 0.054%
Five. Appointment of the Accounts Auditor of Repsol, S.A. and its Consolidated Group for fiscal years 2018, 2019 and 2020. For 851,178,734 99.816%
Against 1,310,572 0.154%
Abstained 187,062 0.022%
Six. 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 scrip dividend 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 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. For 852,104,161 99.924%
Against 398,738 0.047%
Abstained 173,469 0.020%
Seven. 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. For 852,182,227 99.933%
Against 319,482 0.037%
Abstained 174,659 0.020%
Eight. Delegation to the Board of Directors on the power to issue fixed income, convertible and/or exchangeable securities for Company shares, as well as warrants (options to subscribe new shares or acquire circulating Company shares). Setting of criteria to determine the terms and types of the conversion and/or exchange and allocation to the Board of Directors of the powers to increase capital as necessary, as well as fully or partially remove shareholders' pre-emptive subscription rights in these issuances. Authorisation for the Company to guarantee security issuances made by its subsidiaries. Nullify the portion of resolution thirteen B) of the General Shareholders' Meeting held on 31 May 2012 that were not used. For 759,521,460 89.067%
Against 88,668,818 10.398%
Abstained 4,486,090 0.526%
Nine. Re-election of Mr. Rene Dahan as Director. For 799,041,666 93.702%
Against 42,128,496 4.940%
Abstained 11,506,206 1.349%
Ten. Re-election of Mr. Manuel Manrique Cecilia as Director. For 802,272,774 94.080%
Against 39,505,388 4.633%
Abstained 10,898,206 1.278%
Eleven. Re-election of Mr. Luis Suárez de Lezo Mantilla as Director. For 819,944,524 96.153%
Against 39,481,842 3.692%
Abstained 1,250,002 0.147%
Twelve. Ratification of the appointment by co-optation and re-election as Director of Mr. Antonio Massanell Lavilla. For 616,866,830 72.338%
Against 224,038,663 26.272%
Abstained 11,770,875 1.380%
Thirteen. Appointment of Ms. María Teresa Ballester Fornés as Director. For 849,970,008 99.674%
Against 1,454,389 0.171%
Abstained 1,251,971 0.147%
Fourteen. Appointment of Ms. Isabel Torremocha Ferrezuelo as Director. For 849,969,676 99.674%
Against 1,458,637 0.171%
Abstained 1,248,055 0.146%
Fifteen. Advisory vote on the Repsol, S.A. Annual Report on Directors’ Remuneration for 2016. For 839,375,687 98.431%
Against 11,776,111 1.381%
Abstained 1,524,570 0.179%
Sixteen. Advisory vote on the Repsol, S.A. Annual Report on Directors’ Remuneration for 2016. For 827,924,489 97.089%
Against 24,459,574 2.868%
Abstained 288,006 0.034%
Seventeen. Implementation of a compensation system referred to the share value for the CEO of the Company. For 747,235,800 87.626%
Against 105,146,333 12.330%
Abstained 294,235 0.035%
Eighteen. Approval, if appropriate, of the inclusion of a target related to the performance of total shareholder return in the 2017-2020 Long Term Multi-Year Variable Remuneration Plan. For 818,788,836 96.017%
Against 33,597,468 3.940%
Abstained 290,064 0.034%
Nineteen. Approval, if appropriate, of the delivery of shares to the Executive Directors in partial payment of their remuneration under the Long-Term Multi-Year Remuneration Plans. For 851,719,955 99.879%
Against 369,878 0.043%
Abstained 586,535 0.069%
Twenty. Examination and approval, if appropriate, of the Remuneration Policy for Directors of Repsol, S.A. (2018-2020). For 817,702,311 95.890%
Against 28,104,458 3.296%
Abstained 6,865,300 0.805%
Twenty-one. Delegation of powers to interpret, supplement, develop, execute, rectify and formalize the resolutions adopted by the General Shareholders’ Meeting. For 852,345,349 99.952%
Against 140,990 0.017%
Abstained 190,029 0.022%

 

Repsol has treasury shares which. according to article 148 of the Companies Act. are reckoned to calculate the attending and voting quorum although they do not vote since their voting rights and all other political rights attached to them are suspended.

(1) In the calculation of the percentage that the votes for. against and abstentions represent among the attending share capital. that is published on the web page. it has been considered the effects derived from the treasury shares.