Repsol S A : reports on the Spanish court resolution

In relation to the order of the Central Court number 6 of the Audiencia Nacional, in which Repsol, S.A. ('Repsol' or the 'Company') is designated as investigated party in the Separate Piece 21 related to the hiring of Cenyt, SA, ('Cenyt') we inform the following:

Repsol has historically maintained an exemplary track record in regulatory compliance and crime prevention. Even before the introduction of specific mandatory legal provisions, Repsol had a Code of Ethics and Business Conduct and specific internal control standards for all its collaborators, at the level of the most advanced and demanding national and international standards.

As a result of this commitment to a culture of regulatory compliance, in 2006 Repsol set up and maintains in full operation a collegiate body for criminal prevention (the Ethics and Compliance Committee) and implemented and maintains in force a Prevention and Surveillance Model applicable to 110 companies in the Group.

National and international firms of the highest professional prestige, such as EY, KPMG, Corporate Defense and Sánchez-Junco Abogados, among others, have participated in the preparation and implementation of this internal preventive framework.

The internal regulatory compliance system is subject to ongoing review and improvement and is subject to internal validation by Repsol's audit and control departments. In addition, an independent external verifier (EY, KPMG and, currently, Deloitte) confirms, on an annual basis, the suitability and effective implementation of internal rules.

Our prevention model includes 15 specific rules that cover all businesses and corporate areas to which Repsol's activity extends and has implemented 1,521 internal controls aimed at identifying and preventing possible risky behavior.

As an essential part of its prevention system, Repsol has implemented a whistle-blowing channel with all the guarantees of confidentiality and aimed at identifying and resolving any situations of an ethical nature that are brought to the company's attention. The use of this Ethics Channel has made it possible over the years to resolve all incidents that have arisen and to adopt the relevant decisions based on the investigations carried out.

Since 2009, more than 120 campaigns to reinforce the culture of compliance have been aimed at the dissemination, knowledge and training of Repsol employees and collaborators in these matters, with more than 94,000 hours of training having been given to a group of more than 79,000 participants

A group of highly qualified professionals led by the Chief Compliance Officer is dedicated to the effective implementation and monitoring of the prevention model.

Since the beginning of Separate Piece 21, related to the hiring of Cenyt, which resulted in the payment of four invoices for a total amount of €185,000, Repsol has promoted and driven all the necessary actions to clarify the facts and circumstances that concurred in this hiring. These actions, carried out both with internal resources and with the intervention of independent experts, have conclusively shown the non-existence of infractions or breaches of Repsol's internal procedures, without there being even the slightest desire to conceal them.

At its meeting held on April 21, 2021, the Board of Directors of Repsol, after the corresponding monographic meetings of the Audit and Control Committee, the Nomination Committee and an ad hoc meeting of the Independent Directors, confirmed that there was no evidence of any conduct contrary to the Code of Ethics and Business Conduct of the Company or of unlawful conduct by any current or former director, manager or employee of Repsol.

The order of the Central Court number 6 has been adopted without having taken the Chief Compliance Officer of the Company as a witness, despite repeated requests to that effect.

In the exercise of its right of defense, as it results from the evidentiary proceedings already carried out, including the statements of the investigated parties and relevant witnesses such as the Director of Internal Audit, Control and Risks, Repsol will demonstrate that (i) there was no breach or infraction of any rule; (ii) nor was it possible to know that any person related to Cenyt had the status of active officer, since such status had been allowed and concealed ex profeso by those who had the capacity to do so.

In defense of its corporate reputation, of the social interest understood as that which affects the Company itself, its shareholders, its employees and collaborators, customers and suppliers, Repsol will take whatever actions are necessary within the scope of the proceedings in which it is being investigated, collaborating without restriction with the Courts in the clarification of the facts.

At the same time, in the same defense of its social interest, Repsol reserves the right to take whatever actions are appropriate in Law to demand the responsibilities that may correspond to those who, in neglect of their public functions of supervision and oversight, encouraged or allowed Cenyt's actions and to those who, in the private sphere, use the criminal proceedings in the pursuit of their private benefit.

The condition of being investigated in the judicial investigation has no consequence whatsoever on the company, its governance or activity