Repsol S A : Notice of call to the 2023 Annual General Meeting

General Shareholders' Meeting 2023 | Repsol, S.A.

REPSOL, S.A.

NOTICE OF CALL TO ORDINARY GENERAL SHAREHOLDERS' MEETING

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By resolution of the Board of Directors of Repsol, S.A. (the "Company"), shareholders are called to the Ordinary General Shareholders' Meeting, which will be held at the Palacio Municipal de Congresos, Avenida de la Capital de España-Madrid, unnumbered, Campo de las Naciones, Madrid, at 12:00 p.m. hours (CEST) on 24 May 2023 on first call and, at the same time and place, on 25 May 2023, on second call (the "General Shareholders' Meeting").

The General Shareholders' Meeting will foreseeably be held on SECOND CALL, that is, on 25 May 2023, 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).

AGENDA

ITEMS REGARDING THE ANNUAL ACCOUNTS, STATEMENT OF NON-FINANCIAL INFORMATION,

RESULTS ALLOCATION AND MANAGEMENT BY THE BOARD

First. Review and approval, if appropriate, of the Annual Financial Statements and Management Report of Repsol, S.A. and the Consolidated Annual Financial Statements and Consolidated Management Report, for fiscal year ended 31 December 2022.

Second. Review and approval, if appropriate, of the proposal for the allocation of results in 2022.

Third. Review and approval, if appropriate, of the Statement of Non-Financial Information for fiscal year ended 31 December 2022.

Fourth. Review and approval, if appropriate, of the management of the Board of Directors of Repsol, S.A. during 2022.

Fifth. Appointment of the Accounts Auditor of Repsol, S.A. and its Consolidated Group for fiscal year 2023.

ITEMS REGARDING SHAREHOLDER'S REMUNERATION

Sixth. Distribution of the fixed amount of 0.375 euros gross per share charged to free reserves. Delegation of powers to the Board of Directors or, by substitution, to the Delegate Committee or the Chief Executive Officer, to establish the terms of distribution for that which may go unforeseen by the General Shareholders' Meeting, to carry out the acts necessary for its execution and to issue as many public and private documents as may be required to fulfil the agreement.

Translation of the original in Spanish.

Notice of General Shareholders' Meeting1In case of any discrepancy, the Spanish version prevails.

General Shareholders' Meeting 2023 | Repsol, S.A.

Seventh. Approval of a share capital reduction for an amount of 50,000,000 euros, through the redemption of 50,000,000 of the Company's own shares. Delegation of powers to the Board of Directors or, as its replacement, to the Delegate Committee or the Chief Executive Officer, to set the other terms for the reduction in relation to everything not determined by the General Shareholders' Meeting, including, among other matters, the powers to redraft Articles 5 and 6 of the Company's Bylaws, relating to share capital and shares respectively, and to request the delisting and cancellation of the accounting records of the shares that are being redeemed.

Eighth. Approval of a capital reduction for a maximum amount of 132,739,605 euros, equal to 10% of the share capital, through the redemption of a maximum of 132,739,605 own shares of the Company. Delegation of powers to the Board or, by substitution, to the Delegate Committee or the Chief Executive Officer, to resolve on the execution of the reduction, and to establish the other terms for the reduction in relation to all matters not determined by the shareholders at the General Shareholders' Meeting, including, among other matters, the powers to redraft articles 5 and 6 of the Company's Bylaws, relating to share capital and shares, respectively, and to request the delisting and derecognition from the accounting records of the shares that are being redeemed.

ITEM RELATING TO THE EXPRESS AUTHORIZATIONS AND DELEGATIONS REQUESTED FOR THE

BOARD OF DIRECTORS

Ninth. Delegation to the Board of Directors of the right to issue fixed-income securities, debt instruments, promissory notes, hybrid instruments and preferred shares in any form permitted by law, both simple and exchangeable for outstanding shares or other pre-existing securities of other entities, and to guarantee the issuance of securities of companies of the Group, leaving without effect, in the unused part, the eighth resolution (section one) of the Ordinary General Shareholders' Meeting held on May 31, 2019.

ITEMS RELATING COMPOSITION OF THE BOARD OF DIRECTORS

Tenth. Re-election as Director of Mr. Antonio Brufau Niubó.

Eleventh. Re-election as Director of Mr. Josu Jon Imaz San Miguel.

Twelfth. Re-election as Director of Ms. Aránzazu Estefanía Larrañaga.

Thirteenth. Re-election as Director of Ms. María Teresa García-Milá Lloveras.

Fourteenth. Re-election as Director of Mr. Henri Philippe Reichstul.

Fifteenth. Re-election as Director of Mr. John Robinson West.

Sixteenth. Ratification of the appointment by co-optation and re-election as Director of Mr. Manuel Manrique Cecilia.

Seventeenth. Appointment as Director of Ms. María del Pino Velázquez Medina.

Translation of the original in Spanish.

Notice of General Shareholders' Meeting2In case of any discrepancy, the Spanish version prevails.

General Shareholders' Meeting 2023 | Repsol, S.A.

ITEMS REGARDING REMUNERATION OF THE COMPANY DIRECTORS

Eighteenth. Advisory vote on the Repsol, S.A. Annual Report on Directors' Remuneration for 2022.

Nineteenth. Examination and approval, if applicable, of the Remuneration Policy for the Directors of Repsol, S.A. (2023-2026).

Twentieth. Approval of three new additional cycles of the Beneficiaries' Share Purchase Plan of the Long- Term Incentives Programmes.

ITEM REGARDING GENERAL MATTERS

Twenty-first. Delegation of powers to interpret, supplement, develop, execute, rectify and formalize the resolutions adopted by the General Shareholders' Meeting.

RIGHT TO SUPPLEMENT THE AGENDA AND PROPOSE NEW RESOLUTIONS

Shareholders representing at least three per cent of the capital may request the publication of a supplemental notice of call, including one or several items 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 items 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 resolutions, stating reasons, on matters already included or to be included on the agenda, all pursuant to Article 519.3 of the Spanish Companies Act. The foregoing is without prejudice to the right of any shareholder, during the General Shareholders' Meeting, to submit alternative proposals or proposals on items that do not need to be included on the agenda, pursuant to the Spanish Companies Act.

RIGHT TO ATTEND

Shareholders whose shares have been registered in the appropriate stock ledger five (5) days prior to the date set for the General 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, or by the Company itself. Attendance, proxy and voting cards may be exchanged on the date of the General 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.

Translation of the original in Spanish.

Notice of General Shareholders' Meeting3In case of any discrepancy, the Spanish version prevails.

General Shareholders' Meeting 2023 | Repsol, S.A.

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 General Shareholders' Meeting, presenting their National Identity Document or any other official document generally accepted for these purposes.

REPRESENTATION

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 General Shareholders' Meeting. If the proxy appointed in accordance with the above instructions has a conflict of interest in voting on proposals on or off the agenda to be submitted to the General Shareholders' Meeting, and the proxy has not given precise voting instructions in accordance with the provisions for this purpose, the proxy shall be deemed to have been granted to the Vice Secretary of the Board of Directors.

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, 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 Spanish Companies Act, shareholders are informed that: (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 items fourth (Review and approval, if appropriate, of the management of the Board of Directors of Repsol, S.A. during 2022), eighteenth (Advisory vote on the Repsol, S.A. Annual Report on Directors' Remuneration for 2022) and nineteenth (Examination and approval, if applicable, of the Remuneration Policy for the Directors of Repsol, S.A. (2023-2026))of the Agenda; (ii) the Chief Executive Officer may also be in a situation of potential conflict of interest with respect of item twentieth (Approval of three new additional cycles of the Beneficiaries' Share Purchase Plan of the Long-Term Incentives Programmes) of the Agenda; (iii) the Directors whose ratification or re-electionis proposed under items tenth (Re-election as Director of Mr. Antonio Brufau Niubó), eleventh (Re-election as Director of Mr. Josu Jon Imaz San Miguel), twelfth (Re-election as Director of Ms. Aránzazu Estefanía Larrañaga), thirteenth (Re-election as Director of Ms. María Teresa García-Milá Lloveras), fourteenth (Re-election as Director of Mr. Henri Philippe Reichstul), fifteenth (Re-election as Director of Mr. John Robinson West) and sixteenth (Ratification of the appointment by co-optation and re-election as Director of Mr. Manuel Manrique Cecilia) of the Agenda are in a conflict of interest in respect of those items; and (iv) if one or any of the proposals contemplated in the Spanish 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.

Translation of the original in Spanish.

Notice of General Shareholders' Meeting4In case of any discrepancy, the Spanish version prevails.

General Shareholders' Meeting 2023 | Repsol, S.A.

The shareholder shall also notify the Company, in writing or by electronic means, of both the appointment of a proxy and revocation, if appropriate.

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 or by e-mail to [e-mail]; (ii) online, when the shareholder grants the proxy by electronic means through the "Electronic Voting and Proxy" section of the Participation Platform (hereinafter the "Participation Platform") online app enabled in 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 General Shareholders' Meeting or through the "Telematic Attendance" section of the Participation Platform.

The physical or telematic attendance at the General 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.

RIGHT TO INFORMATION

In addition to the provisions of Articles 197 and 520 of the Spanish 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 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 2022.
4. 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 2022.
5. The Management Report of Repsol, S.A. and the Consolidated Management Report, which includes the Statement of Non-Financial Information, of the Repsol Group for the year ended 31 December 2022.
6. The Independent verification report on the Statement of Non-Financial Information included in the 2022 Consolidated Management Report of the Repsol Group.
7. The text of the proposed resolutions corresponding to the items on the agenda, as well as the reports of the Board of Directors regarding the seventh, eighth, ninth, tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, seventeenth and nineteenth items on the agenda, which also include the proposals of the Nomination Committee regarding the tenth, eleventh, twelfth, thirteenth, fourteenth, fifteenth, sixteenth and seventeenth items, as well as, in relation to the nineteenth item, in addition to the Remuneration Policy proposal, the specific report on the same from the Compensation Committee.
8. Identity, curriculum and category of the Board Members whose re-election or appointment is proposed to the General Shareholders' Meeting.
9. The Annual Report on Corporate Governance for the year ended 31 December 2022.

Translation of the original in Spanish.

Notice of General Shareholders' Meeting5In case of any discrepancy, the Spanish version prevails.