Repsol S A : Reports of the Board of Directors on the resolutions proposals regarding points seventh, eighth, ninth, tenth, eleventh, twelfth, thirteenth and fourteenth items on the agenda, which also include the reports and/or proposals of the Nomination Committee in relation to the eleventh, twelfth, thirteenth and fourteenth items.

AGM 2022

Translation of the original in Spanish.

In case of any discrepancy, the Spanish version prevails

ORDINARY SHAREHOLDERS' MEETING 2022

REPORT BY THE BOARD OF DIRECTORS

ON THE PROPOSED RESOLUTIONS

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AGM 2022

Translation of the original in Spanish.

In case of any discrepancy, the Spanish version prevails

Report of the Board of Directors on the resolution proposed under seventh item on the Agenda ("Approval of a share capital reduction for a maximum amount of 75,000,000 euros, through the redemption of a maximum of 75,000,000 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 Articles of Association, 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.")

This report is prepared by the Board of Repsol, S.A. (the "Company" or "Repsol") in compliance with sections 286 and 318 Spanish Companies Act to justify the proposed reduction of the Company's share capital for a maximum amount of 75,000,000 euros by the redemption of a maximum of 75,000,000 own shares, delegating to the Board of Directors or, by substitution, the Delegate Committee or the Chief Executive Officer, to establish the terms of the reduction, in relation to all matters not determined by the General Shareholders´ Meeting, and to execute the reduction the approval of which is proposed to the Annual Shareholders´ Meeting of the Company in Agenda item seventh (the "Capital Reduction" or the "Reduction").

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Justification of the proposal

Within the context of the shareholder remuneration policy, the Board of Directors considers that it is appropriate to reduce the share capital by the redemption of own shares of the Company. The main effect of the capital reduction will be to increase the Company's earnings per share, benefiting its shareholders.

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Main terms and conditions of the capital reduction

It is proposed that the share capital be reduced by the amount resulting from the sum of:

(i)

40,000,000 euros, by the redemption of 40,000,000 own shares (a) included in the treasury shares as at 27 October 2021, with a nominal value of one euro each, acquired under the authorisation granted by the General Shareholders´ Meeting held on 11 May 2018 under agenda item eight (the "General Meeting´s Authorization") and within the limits provided in articles 146 and concordant articles and 509 Spanish Companies Act (the "Existing Treasury Shares"); and/or (b) acquired through the settlement, prior to the resolution on the execution of the capital reduction referred to in the proposed resolution which is the subject of this report, of derivatives on own shares entered into by the Company before 27 October 2021 (the "Derivatives"); and

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AGM 2022

Translation of the original in Spanish.

In case of any discrepancy, the Spanish version prevails

(ii)the aggregate nominal value, with the maximum indicated below, of the shares, with a nominal value of one euro each, acquired or to be acquired through an own-share buy-back programme open to all shareholders, of up to 35,000,000 own shares, which the Company resolved to implement on 9 November 2021 under (a) article 5 of Regulation (EU) No. 596/2014, of the European Parliament and of the Council, of 16 April 2014, on Market Abuse, and Commission Delegated Regulation (EU) 2016/1052, 8 March 2016, supplementing the Market Abuse Regulation with regard to the regulatory technical standards for the terms applicable to buy-back programmes and stabilisation measures; and (b) the General Meeting´s Authorization which is in effect at the date of the drafting of this proposed resolution (the "Buy-Back Programme" or the "Programme").

Consequently, the maximum amount of the Capital Reduction will be the amount resulting from the sum of (i) 40,000,000 euros corresponding to the aggregate nominal value of the number of own shares, with a nominal value of one euro each, included in the Existing Treasury Shares and/or from the settlement of the Derivatives; and; (ii) the aggregate nominal value of the number of shares, with a nominal value of one euro each, acquired through the Buy-Back Programme, with a maximum of 35,000,000 shares.

In the event that the General Shareholders´ Meeting approves the proposed resolution object of this report, the final amount of the reduction will be set by the Board of Directors or, by delegation, the Delegate Committee and/or the Chief Executive Officer, in accordance with the final number of shares to be acquired within the framework of the Buy-Back Programme, with the maximum of 35,000,000 shares, and always adding to these shares, until completing the amount of 40,000,000 own shares, those corresponding to shares from the Existing Treasury

Shares and/or acquired through the settlement of the Derivatives. In no event will the Derivatives be settled during the Buy-Back Programme and, should the case arise and for their consideration for the purposes of the Capital Reduction, they must be liquidated before the reduction is declared closed and executed. The foregoing is subject to the terms and rules set forth in the proposed resolution.

Likewise, if the proposal is approved, articles 5 and 6 of the Company's Articles of Association will be amended to reflect the new share capital amount and the new number of outstanding shares after the own shares whose redemption is proposed are deducted.

The Capital Reduction will not entail the return of contributions to the shareholders, given that, at the time of execution of the Reduction, the Company will be the owner of the shares to be redeemed. The proposal also details the accounting allocation of the capital reduction. Accordingly, it is set forth for the record, for the purposes of article 335 Spanish Companies Act, that the Company plans to set up a reserve for redeemed share capital for an amount equal to the nominal value of the redeemed shares, which it will be possible to use only in accordance with the same requirements in place as for the reduction of share capital and

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AGM 2022

Translation of the original in Spanish.

In case of any discrepancy, the Spanish version prevails

which may be set up with a charge to free reserves (including the share issue premium reserve). Consequently, creditors will not have the right referred to in article 334 of the same Act to contest the capital reduction.

Furthermore, it is proposed that the General Shareholders´ Meeting authorize the Board of Directors to execute the resolution to reduce the share capital (with express authorization to delegate to the Delegate Committee and/or the Chief Executive Officer pursuant to article 249 bis.I) Spanish Companies Act), within one year of the date on which the proposed resolution object of this report is adopted.

Likewise, it is proposed that the Board of Directors be authorized to determine matters not expressly established in the proposed resolution or that arise as a result of it and to carry out the actions and execute the public or private instruments necessary or appropriate for the most comprehensive execution of the Capital Reduction. Specifically, it is proposed that the Board of Directors be authorized to carry out the procedures and actions necessary for, once the share capital resolution is executed, the delisting of the redeemed shares from the Madrid, Barcelona, Bilbao and Valencia stock exchanges, through the Stock Exchange Interconnection System (Continuous Market), and the derecognition from the corresponding accounting records; and to request and carry out all procedures and actions necessary for the redeemed shares to be delisted from any other stock exchanges or securities markets where the Company's shares are or may be traded, in accordance with the procedures established in each of these stock exchanges or securities markets, and for the cancellation of the corresponding accounting records.

Lastly, it is proposed that the Board of Directors be in turn expressly authorised to delegate, (with the power of substitution, where appropriate) to the Delegate Committee and/or the Chief Executive Officer, pursuant to article 249 bis.l) Spanish Companies Act, all powers that may be delegated and that are referred to in the proposed resolution object of this report.

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AGM 2022

Translation of the original in Spanish.

In case of any discrepancy, the Spanish version prevails

Report of the Board of Directors on the proposed resolution on item eighth on the Agenda ("Approval of a capital reduction for a maximum amount of 152,739,605 euros, equal to 10% of the share capital, through the redemption of a maximum of 152,739,605 own shares of the Company. Delegation of powers to the Board of Directors 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 General Shareholders´ Meeting, including, among other matters, the powers to redraft articles 5 and 6 of the Company's Articles of Association, 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.")

This report is prepared in compliance with the provisions of articles 286 and 318 Spanish Companies Act to justify the proposed capital reduction of Repsol, S.A. (the "Company") by the redemption of own shares, delegating to the Board of Directors or, by substitution, the Delegate Committee or the Chief Executive Officer, the execution of the reduction and the setting of the terms the approval of which is proposed to the Company's Annual Shareholders´ Meeting in Agenda item eighth (the "Capital Reduction" or the "Reduction").

1. Justification of the proposal

The Company aims to offer its shareholders an attractive remuneration policy through, among other mechanisms, an increase in earnings per share by the redemption own shares.

In this regard, the Company's Board of Directors is authorised to resolve to launch own-share buy-back programmes with no need to call a General Shareholders´ Meeting. Nevertheless, the full implementation of the programme and the achievement of the earnings per share improvement targets would additionally require a resolution to redeem the own shares acquired, to which end the General Shareholders´ Meeting needs to adopt a capital reduction resolution such as the one being proposed.

Consequently, the Board of Directors considers that the Company should have all the mechanisms needed to make it possible to completely implement and execute the programmes to buy back own shares for their redemption that the Board of Directors approves and implements after holding the General Shareholders´ Meeting as well as to redeem other own shares that have been acquired by other legally permitted means, with no need to call and hold a General Shareholders´ Meeting at the time of each execution. All of this, of course, within the limits, terms and conditions set forth in the Spanish Companies Act and by the General Shareholders´ Meeting.

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