Audit and Control Committee activity report

Translation of the original in Spanish. In case of any discrepancy, the Spanish version prevails

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AUDIT AND CONTROL COMMITTEE

OF THE BOARD OF DIRECTORS OF REPSOL, S.A.

ACTIVITY REPORT FOR THE 2017 FISCAL YEAR _____________________________________

TABLE OF CONTENTS

1. BACKGROUND

2. COMPOSITION

3. REGULATIONS OF THE AUDIT AND CONTROL COMMITTEE

4. OPERATION

5. RESOURCES OF THE COMMITTEE

6. MAIN ACTIVITIES CARRIED OUT IN THE 2017 FISCAL YEAR

6.1. Economic/financial information

6.2. Internal control systems

6.3. Relations with the Internal Auditor

6.4. Relations with the External Auditor

6.5. Oil and gas reserves

6.6. Discretionary treasury stock activity

6.7. Assessment of the operation of the Audit and Control Committee

6.8. Internal Transparency Committee of Repsol, S.A.

6.9. “Communications to the Audit and Control Committee”

6.10 Relationship with the Audit Committee of Repsol Oil & Gas Canada Inc.

APPENDIX: Calendar of meetings held in the 2017 fiscal year


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1. BACKGROUND

The Audit and Control Committee of the Board of Directors of Repsol, S.A. was constituted

by the Board at its meeting held on February 27, 1995, following the international best

practices.

Although recognised by the “Olivencia” Report (1998)1 and the “Aldama” Report (2003), the

constitution of this type of Committees in the Board of Directors of listed companies, was

not obligatory in this country until November 23 date in which the Financial System Reform

Measures Act 44/2002, of 22 November, came into effect.

Currently, Article 34 of the Regulations of the Board of Directors of Repsol, S.A. establishes

the structure, the operation and the field of activity of the Audit and Control Committee.

In accordance with the provisions of these Regulations, the Committee is an internal body of

the Board of Directors with duties of supervision, reporting, advice and proposal, as well as

the other duties attributed to it by Law, the Bylaws or the Regulations of the Board of

Directors.

The essential function of the Committee is to act as support for the Board of Directors in its

tasks of supervising, through the regular checking of the preparation of economic and

financial information, of the effectiveness of its executive controls, supervision of the

Internal Audit and of the independence of the External Auditor, as well as reviewing

compliance with all the legal provisions and internal regulations applicable to the company.

Similarly, the Committee has the power to submit the agreement proposal for the Board of

Directors, for its subsequent submission to the General Shareholders’ Meeting, on the

appointment of the External Accounts Auditors, the renewal or cessation of its

appointment, and the terms under which it is to be retained.

Since its creation, and until 31 December 2016, the Board of Directors’ Audit and Control

Committee has met on one hundred seventy-five occasions (the last – in this period – was

on 12 December 2016).

2. COMPOSITION

Both the Bylaws and the Regulations of the Board of Directors establish that the Audit and

Control Committee will comprise at least three members. Similarly, these rules stipulate

that all the members of the Committee should be Independent External Directors.

1 The Government of Listed Companies "prepared by the Special Commission for the Study of Ethical Code of the Boards of

Directors of companies


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Likewise, and with the aim of ensuring the best fulfilment of its duties, the Regulations of

the Board of Directors establish that the members of this Committee will be appointed by

the Board, taking into account their knowledge and experience in terms of accountancy,

auditing and/or in risk management , and the Chairman must also have experience in

business or risk management and knowledge of accounting procedures and, in any event,

some of its members must have the financial experience that may be required by the

market regulatory bodies of the stock markets in which the shares or titles of the Company

are listed.

The Committee appoints its Chairman from among its members, while the Secretary of the

Committee will be the Secretary of the Board of Directors.

The members of the Audit and Control Committee serve for a term of four years as of their

appointment, and they may be re-elected after this term, with the exception of its

Chairman, who may not be re-elected until one year has elapsed after their resigning from

the post, without prejudice to their continuance or re-election as member of the

Committee.

During the 2017 fiscal year, the composition of the Audit and Control Committee has been

the following:

From January 1 until May 19, 2017:

POSITION MEMBERS TYPE

DATE OF FIRST

APPOINTMENT

AS DIRECTOR

Chairman Mr. Javier Echenique

Landiribar (1) Independent External 15-06-2006

Member Mr. Luis Carlos Croissier

Batista Independent External 09-05-2007

Member Mr. Ángel Durández Adeva Independent External 09-05-2007

Member Mr. Mario Fernández Pelaz Independent External 15-04-2011

(1) Mr. Echenique resigned from his position as Director on May 19, 2017.


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From May 19 until December 31, 2017:

POSITION MEMBERS TYPE

DATE OF FIRST

APPOINTMENT

AS DIRECTOR

Chairman Mr. Ángel Durández Adeva (1) Independent External 15-06-2006

Member Ms. María Teresa Ballester

Fornés Independent External 19-05-2017

Member Mr. Luis Carlos Croissier

Batista Independent External 09-05-2007

Member Mr. Mario Fernández Pelaz Independent External 15-04-2011

Member Ms. Isabel Torremocha

Ferrezuelo Independent External 19-05-2017

(1) Mr. Durández was appointed Chairman of the Committee on June 27, 2017.

During the 2017 fiscal year all the members of the Audit and Control Committee have held

the status of “Independent Outside Directors”, in accordance with the requirements set out

in the Regulations of the Board of Directors and have been appointed due to their

recognised personal and professional prestige and to their experience and expertise for the

exercise of their duties.

The professional profiles of the current members of the Committee are the following:

Mr. Ángel Durández Adeva: BA Economics, Professor of Commerce, chartered accountant

and founding member of the Registry of Economic Auditors. He joined Arthur Andersen in

1965 where he was Partner from 1976 to 2000. Up to March, 2004 he headed the

Euroamerica Foundation, of which he was founder, entity dedicated to the development of

business, political and cultural relationships between the European Union and the different

Latin American Countries. He has also been Chairman of OJD-Oficina de Justificación de la

Difusión, S.A. from 2004 until 2016. Currently he is Director of Prosegur, S.A., Director of

Quantica Producciones, S.L., Director of Ideas4all, S.L., Chairman of Arcadia Capital, S.L.

Member of Foundation Independiente, Vice-President of Foundation Euroamérica and

Chairman of Foros Foundation, dedicated to strengthen the intergenerational dialogue.

Ms. María Teresa Ballester Fornés: Graduated Cum Laude in Finance and Political Science from Boston College and holds an MBA from Columbia University in New York City. Her career began at GTE Corporation (Verizon) in the United States as a financial executive, later joining the consulting firm Booz, Allen & Hamilton as a strategy consultant for leading multinationals in Mexico, United Kingdom, Spain and Portugal. She has been CEO of 3i in Spain, where she developed extensive experience in the international private equity sector, leading many investments and divestments, and participating in the recruitment process of


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institutional investors for global funds promoted by 3i. He has also led numerous refinancing operations, IPOs and has wide-ranging experience on boards of directors of several companies, both listed and non-listed. Between 2014 and January 2017 Ms. Ballester provided services to EY as external advisor of the Transaction Services (TAS) division to support the positioning of the firm in private equity services. She is currently the founder and managing partner of the private equity fund Nexxus Iberia I. Ms. Ballester was also President of the Spanish Association Capital Risk Entities (ASCRI) and is currently a Director of Prisa Radio, S.A. Member of the “Circulo de Empresarios”, the Institute of Counselors and Administrators (ICA), the Women Corporate Directors (WCD), Member of the International Women's Forum (IWF) and frequently participates as a speaker at business schools and professional associations. Mr. Luis Carlos Croissier Batista: He has been the professor in charge of economic policy of the Universidad Complutense of Madrid. During his long professional tenure, amongst other positions, he was Subsecretary of the Ministry of Industry and Energy, President of the National Institute of Industry (Instituto Nacional de Industria, I.N.I.), Minister of Industry and Energy and President of Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores). Currrently he is Director of Adveo, S.A., Alantra Partners, S.A. and Sole Director of Eurofocus Consultores, S.L.

Mr. Mario Fernández Pelaz: Graduate in Law at Deusto University in 1965. He has been

Professor of Mercantile Law in the Faculty of Law of Deusto University and in the Faculty of

Business Science at the same University, and Professor of different Masters at Deusto

University and at the University of País Vasco. In his long professional career, he has served,

among other charges, as Minister and later Vice-president of the Basque Government,

Chairman of the Central Administration-Basque Government Transfers Mixed Committee,

Chairman of the Basque Financial Council, Chairman of the Economic Committee of the

Basque Government, Member of the Arbitration Committee of the Basque Autonomous

Community. He was also Executive Director of BBVA Group and member of the Executive

Committee from 1997 to 2002, and Main Partner of Uría Menéndez from that date to June

2009. From July 2009 to November 2013 he has been Chairman of BBK. He has been

Executive Chairman of Kutxabank, S.A. Chairman of Chairman of its Risk Delegate

Committee and Chairman of its Executive Committee, and Vicechairman of Confederación

Española de Cajas de Ahorros (CECA) until 2014. He has the title of Consul of the Bilbao

Consulate and Illustrious of Bilbao. He has also published on mercantile and financial

matters.

Ms. Isabel Torremocha Ferrezuelo: Degree in Chemistry from the Universidad Autónoma of

Madrid in 1989. Specialization course in Plastics and Rubber from the CSIC, Leadership

Program of the IMD Bussines Scool, PDD from IESE Business School and Corporate Finance

Course of the IE Business School. Ms. Torremocha began her career at Philips Iberia, joining

Andersen Consulting (currently Accenture) in 1991 where she followed her career in the

Telecommunications, Media and High-Tech sector. At Accenture she was Managing Director

and member of the Board of Directors of Accenture España. During her last period of tenure


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at Accenture, as Director of Transformation Opportunities, Ms. Torremocha spearheaded

the creation and development of opportunities related to strategic transformation in the

areas of information technology, outsourcing of business processes and digital

transformation in Spain, Portugal and Africa. She has held international positions

beforehand, notably as Director of Operations in Europe, Africa and Latin America, with

responsibility for the implementation of the business strategies in these regions. She has

also been responsible for diversity and equality in the division of Telecommunications,

Media and High Technology for Europe, Africa and Latin America, defining plans for the fast-

tracking of professional women in managerial positions and succession plans.

3. REGULATION OF THE AUDIT AND CONTROL COMMITTEE

The internal regulation of the Audit and Control Committee is included in Article 39 (“Audit

and Control Committee”) of the Bylaws and in Article 34 (“The Audit and Control

Committee”) of the Regulations of the Board of Directors.

The Bylaws and the Regulations of the Board of Directors are registered in the Madrid Trade

Registry and are accessible to the public on the Company's website (www.repsol.com).

4. OPERATION

In accordance with the provisions of the Regulations of the Board of Directors, the Audit and

Control Committee meets as many times as is necessary in order to fulfil the duties with

which it has been entrusted and whenever its Chairman calls it or when so requested by two

of its members. The calls to meeting are communicated, with a minimum advance notice of

48 hours, by letter, telex, telegram, fax or e-mail, and include the agenda of the meeting.

The minutes of the previous meeting will be included with the call to meeting, whether they

have been approved or not, as will the information that is deemed necessary and that is

available.

The meetings are normally held at the registered office of the company, but they may also

be held at any other address determined by the Chairman and stated in the call to meeting.

For the Committee to be validly constituted, it is required that more than half of its

members attend the meeting, in person or represented, except in the event of a lack of call

to meeting, which requires the attendance of all of them. Members of the Committee who

do not attend the meeting in person may confer their representation on another member of

the Committee.

http://www.repsol.com/


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Agreements must be adopted with the vote in favour of the majority of the members

present in person or by representation.

The Secretary to the Committee draws up the minutes of the agreements adopted at each

meeting, which will be available to the members of the Board.

The Chairman of the Committee regularly informs the Board of Directors of the progress of

its actions.

The Committee drafts an annual calendar of meetings and an action plan for each fiscal

year, including an Annual Report on its actions, informing the Board of this.

Similarly, at least once a year the Committee assesses its operation and the quality and

efficiency of its work, informing the Board of the result of this evaluation.

5. RESOURCES OF THE COMMITTEE

For the best fulfilment of its duties, the Committee may use the advice of Lawyers or other

external professionals, in which case the Secretary of the Board of Directors, on

requirement by the Chairman of the Committee, will make available everything necessary

for their hiring and their work will be directly referred to the Committee.

The Committee may also use the collaboration of any member of the management team or

the rest of the staff, and the attendance at its meetings of the Company's Accounts

Auditors.

6. MAIN ACTIVITIES CARRIED OUT IN THE 2017 FISCAL YEAR

In the 2017 fiscal year, the Audit and Control Committee met on nine occasions and all the

members of the Committee attended in person to all the meetings.

In fulfilment of its essential duty of acting as support for the Board of Directors in its tasks of

supervising, and among other activities, the Committee carried out the periodic review of

the economic/financial information, the supervision of the effectiveness of internal control

systems and the control of the independence of the External Accounts Auditor. This Report

contains a summary grouped under the various basic duties of the Committee.

Attached, as an Appendix, is a calendar of the meetings held by the Audit and Control

Committee during the 2017 fiscal year, with a description of the main issues discussed in

them.


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Likewise, the Chairman of the Audit and Control Committee has held working sessions with

the heads of different corporate and business areas of the Company, as well as with the

external auditors, which he has reported back to the remaining members of the Committee.

6.1. Economic/financial information

During the period covered by this Activity Report, the Audit and Control Committee has

analysed, prior to its presentation to the Board, and with the support of the Executive

Management of the Group, specially its Finance General Department and the External

Accounts Auditor of the Company, the annual financial report for the 2016 fiscal year, the

quarterly statements for the first and third quarters of 2017 and the six-monthly statements

of 2017.

Similarly, the Committee verified that the Annual Financial Statements for the 2016 fiscal

year, submitted to the Board of Directors for their approval, have been certified by the Chief

Executive Officer (CEO) and the Chief Financial Officer (CFO).

Likewise, the Commission has verified that the financial information published on the

Company website is always updated and that it matches the information prepared by the

entity's administrators as well as the information published on the CNMV website when so

required.

6.2. Internal control systems

In order to check the internal control and the effectiveness of risk management systems,

including tax risks, periodically so that the main risks are identified, managed and

adequately understood, the Committee has monitored the progress of the Annual

Corporate Audit Plan, aimed at covering the Group’s critical and significant risks.

Similarly, throughout the fiscal year, the Committee has been informed by the Audit

Direction of the most relevant facts and recommendations made evident in the tasks

performed by this unit in the year and the grade of compliance of the recommendations

issued.

The Audit and Control Committee has been also periodically informed by the Risk

Department about the Company's risk performance and integrated risk management.

Moreover, pursuant to the Code of Good Taxation Practices, to which the company has

acceded, the Committee was informed on the tax policies applied by the company in 2016,

the principles applied by Repsol to activities performed through tax havens and the incident

of tax risks on the company’s business.


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The Audit and Control Committee also supervised the effectiveness of the System of Internal

Control Over Financial Reporting (ICFRS)

6.3. Relations with the Internal Auditor

Besides what has been described in the above section, the Committee has, in accordance

with the stipulations of the Regulations of the Board of Directors, ensured the

independence and efficiency of the Internal Audit and that it has the adequate qualification

and resources to fulfil its duties in the Group, both in terms of staff and material elements,

systems, procedures and manuals of action.

Likewise, the Committee has approved the Audit and Control Annual Planning for the 2017

financial year, the main strategic lines of which are the assurance and efficiency of controls,

the integration and cost efficiency, and its methodological development.

On the other hand, the Committee has been informed of the closing and evaluation of the

Annual Plan of Corporate Audit 2016, and analysed, approved and monitored the Annual

Corporate Audit Plan 2017.

6.4. Relations with the External Auditor

a) Selection of the external auditor for the 2017 fiscal year as well as for 2018, 2019 and

2020 fiscal years

Article 34.4 of the Regulations of the Board of Directors establishes that the term of the

External Audit contracts should be for annual periods, unless otherwise provided for by

applicable legal rules. These contracts may be renewed year on year if the quality of the

service is satisfactory and an agreement is reached on its remuneration. In turn, the initial

minimum appointment term of auditors is three years, in accordance with article 264 of the

Corporate Enterprises Act (Ley de Sociedades de Capital) and article 19 of the Financial Audit

Act (Ley de Auditoría de Cuentas).

On 23 March 2016, the Audit and Control Committee agreed to launch a competitive

process to select the financial auditor of Repsol, S.A. and its Consolidated Group for the

2018, 2019 and 2020 financial years. Subsequently, in the meeting of 26 July 2016, the Audit

and Control Committee resolved to propose to the Board of Directors the appointment of

PricewaterhouseCoopers as the Group's financial auditor for that period.

Lastly, in its meeting of 28 March 2017, in compliance with the duties that it has been

allocated, the Audit and Control Committee agreed to propose the following to the Board of

Directors for subsequent submission to the General Shareholders Meeting: (i) the re-


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election of Deloitte as Financial Auditor of Repsol, S.A. and of its Consolidated Group, for a

year-long period, for the review of the Annual Financial Statements and the Management

Report of Repsol, S.A. and of its Consolidated Group for the 2017 financial year; and (ii) the

appointment of PricewaterhouseCoopers (PwC) as the Financial Auditor of Repsol, S.A. and

of its Consolidated Group for review of the Annual Financial Statements and the

Management Report of Repsol, S.A. and its Consolidated Group for the 2018, 2019 and 2020

financial years.

The Board of Directors agreed to submit those proposals to the Ordinary General Meeting

held on 19 May 2017, which approved them.

b) Pre-approval of the services provided by the external auditors

The Audit and Control Committee, in its task of ensuring the independence of the External

Auditor and as a good governance measure, has established a procedure to approve

previously all the services, be they auditing or not, provided by the External Auditor,

whatever their extent, scope and nature. This procedure is regulated in an Internal Rule

mandatory for the whole of the Repsol Group.

The Audit and Control Committee approved, at its meeting of June 27, 2017, a delegation of

powers to the Chairman of the Committee so that he may authorise, for urgent reasons, the

services provided by the External Auditor. Making use of this delegation, the Chairman has

approved the provision of a series of services for which the ratification of the Committee

has after been requested.

c) Information received from the external auditors

During the 2017 financial year, the external auditors (Deloitte) have reported to the Audit

and Control Committee in the following meetings:

- At the meetings of the Audit and Control Committee, held on December 12, 2016

and January 24, 2017, on the most important aspects of year-end 2016, as well as

the audit of the consolidated financial statements of the Repsol Group.

- Later on, at the Audit and Control Committee meeting held on February 21, 2017,

and prior to the review of the annual financial statements, the external auditors,

confirmed their independency according to the Spanish applicable rules and

informed about the main aspects noted in the audit of the Annual Financial

Statements of Repsol Group at December 31, 2016 and the review of the System of

Internal Control over Financial Reporting (ICFRS).


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- In this respect, they confirmed that the audit opinion on the Annual Financial

Statements of Repsol, S.A. and the Consolidated Annual Financial Statements of

Repsol Group was favourable and contained no exception whatsoever. They

similarly reported that the audit opinion on the effectiveness of the ICFRS would be

favourable.

- Additionally, at the meeting of the Audit and Control Committee held on May 3,

2017, the external auditors informed of the limited review of the Interim Financial

Statements Condensed Consolidated Income Repsol Group for the 2017 first

quarter.

- Likewise, at the meeting of the Audit and Control Committee held on July 24, 2017,

the external auditors informed of the limited review report of the six-monthly

summary statements for 2017.

- At the meeting of the Audit and Control held on November 2, 2017, external

auditors also reported on the limited review of the Interim Financial Statements

Condensed Consolidated Income Repsol Group for the third quarter of 2017.

- Finally, at the meeting of the Audit and Control Committee held on December 19,

2017, the external auditors informed the Committee on its planning activity of the

external audit activity for the year 2018 and in particular, regarding the issuing

reports, the planned dates for these and other important milestones. PwC also

reported in this meeting on the Audit Transition Plan for the 2018 financial year.

In order to foster discussion on the specific issues arising from the reviews performed, a

part of the meetings with the external meetings took place without the presence of senior

management.

d) Committee’s report on the External Auditors Independence

The Audit and Control, at its meeting held on February 21, 2017, reviewed and approved a

report on the external auditor independence, which refers to the main issues related to this

independence, including the information received from the auditor, the amount of fees for

their services, the period in which the partners responsible for the audit team have been

developing this role, and the external auditor services pre-approval system.

This report concluded that there are not objective reasons to question the independence of

Deloitte as auditor of Repsol, SA and its Consolidated Group.


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6.5. Oil and gas reserves

In fulfilment of the duties assigned to it, in the 2017 fiscal year the Committee supervised

the sufficiency and the effective operation of the registry and internal control systems and

procedures in the measurement, valuation, classification and accounting of the oil and gas

reserves of the Repsol Group, such that their inclusion in the periodical information of the

Group is in line at all times with sector standards and applicable regulations.

6.6. Discretionary treasury stock activity

In accordance with the recommendation issued by the National Securities Market

Committee on discretionary treasury stock transactions of listed companies, the Markets

Department has periodically reported to the Audit and Control Committee on treasury

operations performed by the Company, directly or indirectly through subsidiaries, including

those corresponding to discretionary management (regular transactions), those referring to

specific plans (employee share purchase plans), as well as additional transactions such as

assignments of new shares in the implementation of the "Repsol Flexible Dividend Program"

(scrip dividend).

6.7. Assessment of the operation of the Audit and Control Committee

Based on the most important requisites and functions of the Audit and Control Committee

contemplated in applicable legislation, in the Articles of Association and the internal

regulations of the Board of Directors and the Committee, the Audit and Control Committee

made an assessment in 2017 of its own operation and efficiency in line with the

recommendations of the "Good Government Code for Listed Companies".

In view of the results of that assessment, at its meeting held on December 19, 2017, the

Audit and Control Committee concluded that its operation was satisfactory and that it

correctly performed the duties commissioned to it in the applicable laws and internal

regulations.

In addition, according to article 45 quater of the Company’s Bylaws and in article 11 of the

Regulation of the Board of Directors, the Company has also performed an appraisal, with

external advice from an independent firm, on the performance of the Board and its

Committees. Positive aspects taken from the appraisal were the functioning of the Audit and

Control Committee, the training and counsel of its members and the satisfactory

performance of its duties.


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6.8. Disclosure Committee (“Comité Interno de Transparencia”) of Repsol, S.A.

The Audit and Control Committee has been informed regularly throughout the year on the

activities of the Disclosure Committee.

6.9. “Communications to the Audit and Control Committee” Channel

The Audit and Control Committee has been regularly informed of the functioning of the

Ethics and Compliance Channel, including the number of complaints received, their source,

type and the outcome of investigations, and it has supervised the measures approved with

respect to reports received.

Among other issues, the Ethics and Compliance Channel allows employees and any third

party to report queries and any incidents or irregularities they may see in matters related to

accounting, internal controls over accounting and auditing affecting the Repsol Group, as

well as possible breaches of the Code of Ethics and Compliance and the Crime Prevention

Model.

It is accessible by telephone and through the web, is available 24 hours a day, 7 days a week

and is managed by an external provider (NAVEX Global).

6.10. Relationship with the Audit Committee of Repsol Oil & Gas Canada Inc.

The Audit and Control Committee was informed at the meeting of February 21, 2017, about

the composition and functioning of the Audit Committee of Repsol Oil & Gas Canada Inc.

(ROGCI), as well as the main issues addressed by that Committee in 2016 and regarding the

process of closing the annual accounts of that year.

Likewise, at the same meeting, the Committee was informed about the communications

received in 2016 through the whistleblowing channel of the ROGCI Integrity Matters

Program and the actions taken in relation to them.

* * *


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APPENDIX

Calendar of meetings held in the 2017 fiscal year

Meeting Date Agenda

No. 176

24 January 2017 Corporate Finance and Tax Department Report on: (i)

the fourth quarter 2016 provisional results; (ii) the

impairment test; and (iii) tax reform in Spain and the

impact on fourth quarter 2016 results.

Information on the tax policies applied by the

Company (Code of Good Tax Practices).

Report of External Auditors on the monitoring of the

Impairment Test for 2016.

Reports of the Corporate Audit and Control

Department.

Report from the Markets Department on discretionary

transactions involving treasury shares.

Approval of the engagement of the external auditors.

Communications received in relation to accounting

matters, internal accounting controls and audit.

Meeting Date Agenda

No. 177

21 February 2017 2016 Annual Financial Report: (i) Corporate Finance

and Tax Department Reports; (ii) the Annual Financial

Statements and Management Report for the year

ended 31 December 2016, oil report 2016 and

consolidated report on payments to Public

Administrations in oil production and exploration

activities; (iii) External Auditor's Report; and (iv)

Committee report on the independence of the

External Auditor.

Reports from the Corporate Audit and Control

Department: (i) Report by the Reserves Control

Department on the Quarterly Report on Oil Reserves

for the fourth quarter of 2016, and the Annual

Reserves Report 2016; (ii) Internal Control over

Financial Reporting System (ICFRS 2016); (iii) Audit

and Control End of Annual Planning 2016; (iv)

Proposed Audit and Control Annual Planning 2017;

and (v) Report of the North America Head of Audit


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and Control.

Report on the activities during 2016 of the Audit and

Control Committee.



Approval of the engagement of the external auditors.



Information on the meetings held by the Internal

Transparency Committee of Repsol, S.A.

Meeting Date Agenda

No. 178

28 March 2017

Proposal for the appointment of the financial auditor

for Repsol, S.A. and its consolidated group for 2017.

Proposal for the appointment of the financial auditor

for Repsol, S.A. and its consolidated group for 2018,

2019 and 2020.

Risks map.


Department.

Corporate Risk Management, Anti-corruption and

Financial Policies.



Approval for the engagement of the external auditors.



Information on the Audit Plan for the 2016 Financial

Statements of Repsol International Finance, B.V.

Meeting Date Agenda

No. 179 3 May 2017

Review of the results of the Repsol Group for the first

quarter of 2017, of the Financial Statements for the

first quarter of 2017 and the Analysts' Note.

External Audit report on the interim financial

statements.

Report by the auditor of Repsol International Finance,

B.V.

Reports of the Corporate Finance and Tax Department


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on the status of tax inspection in Spain from 2010 to

2013 and the Report on Tax Liability of Ibex 35

companies.


Department: (i) Report by the Reserves Control

Department on the Quarterly Report on oil reserves

for the second quarter of 2017; (ii) summary of

reports; and (iii) follow-up on recommendations

made.








Meeting Date Agenda

No. 180 27 June 2017 Appointment of the Chairman of the Committee.

Cybersecurity report.

Corporate Finance and Tax Department reports on: (i)

The PricewaterhouseCoopers transition plan; (ii) the

new internal rule on the approval of auditor services;

(iii) monitoring of 2-17 audit fees of the Repsol Oil &

Gas Canada, Inc. Group; (iv) the restatement of Repsol

Oil & Gas Canada, Inc.


Department: (i) summary of reports; and (ii) the

Internal Audit Articles of Association.

Notice from Repsol International Finance, B.V. to the

Audit and Control Committee on the appointment of

the external financial auditor of Repsol International

Finance, B.V. for the 2017 and 2018 financial years.

Report from the Markets Department on discretional





Report on the notice received from the National Stock

Market Commission on certain information


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concerning the Corporate Governance Report and the

Annual Directors' Remuneration Report for the 2016

financial year.

Review of meetings schedule of the Committee for

2017.

Meeting Date Agenda

No. 181 24 July 2017 Half-yearly financial report for 2017: (i) Repsol Group

results for the second quarter of 2017; (ii) review of

the half-yearly financial statements and (iii) External

Auditors’ Report.

Corporate Finance and Tax Department reports on: (i)

risks in Venezuela; and (ii) reporting obligations of

Repsol Oil & Gas Canada, Inc.

Reports of the Audit and Control Department: (i)

Report by the Reserves Control Department on the

Quarterly Report on oil reserves for the second

quarter of 2017; (ii) summary of audit reports; (iii)

follow-up on recommendations made; and (iv) Annual

Report on the Crime Prevention Model (CPM) 2016.

Technical Guidelines 3/2017 of the National Stock

Market Commission on Audit Committees of Entities

of Public Interest.

Report of activities of the Ethics and Compliance

Committee.









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Meeting Date Agenda

No. 182 26 September 2017 Corporate Finance and Tax Department reports: (i)

Report on corporate structure and tax havens; (ii)

Report on the result of the tax inspection; (iii)

Report on ROGCI audit works.

Report of the Risk Directorate on integrated risk

management in Repsol: conceptual framework and

practical application.


summary of reports; and (ii) Internal Control over

Financial Reporting System (ICFRS). Proposed

outreach model 2017.

Report from the Markets Department on

discretionary transactions involving treasury shares.

Approval for the engagement of the external

auditors.



Meeting Date Agenda

No. 183 2 November 2017 Review of the Financial Statements for the third

quarter of 2017 and the Analysts’ Report.


statements.

Report of the Reserves Control Department on the

Quarterly Report on oil reserves for the third

quarter of 2017.

Other reports of the Corporate Audit and Control

Department: (i) summary of reports; and (ii) follow-

up of the recommendations made.


discretionary transactions involving treasury shares.

Report on compliance with the obligations in

relation to the Securities Market in Spain.

Self-assessment of Audit and Control Committee

operations.


auditors.




19

Report on the meetings of the Chair of the Audit

and Control Committee.



Meeting Date Agenda

No. 184 19 December 2017 Corporate Finance and Tax Department reports

on: (i) Venezuela; (ii) the impacts of the new

accounting regulation (IFRS 9, IFRS 16 and IFRS

15); (iii) the integration of the sustainability report

in the Integrated Management Report; and (iv) the

Deloitte Audit Plan for the Financial Statements of

Repsol International Finance, B.V. for the 2017

financial year.

Proposal for External Auditor fees for 2018

Report of the External Auditors: (i) Deloitte report

on external audit planning for 2017; and (ii) PwC

report on the Audit Transition Plan for 2018.


summary of report; (ii) follow-up on

recommendations issued; and (iii) follow-up on

Exploration and Production economic claims.

Report of the Risk Directorate on the project to

optimize shareholder risk management.


discretionary transactions involving treasury

shares.

Self-assessment of Audit and Control Committee

operations


auditors.


matters, internal accounting controls and audit

Proposed Annual Planning of the Audit and

Control Committee for 2018.

Report on the meetings of the Chair of the Audit



20

Meeting Date Agenda

No. 168

26 January 2016 Report by the ED CFO and the Economic and

Fiscal Corporate Division (i) results of the

Impairment Test and other accounting write-

offs; (ii) the accounting allocation of the

purchase price paid for Talisman; and (iii) the

provisional results for the year ending 31

December 2015.

Public information of results and other figures

(Trading Statement).

Report of External Auditors on the monitoring of

the Impairment Test for 2015.

Review of the Annual Schedule for 2016.


discretional transactions involving treasury

shares


auditors.

Communications received in relation to

accounting matters, internal accounting controls

and audit.



Meeting Date Agenda

No. 169

22 February 2016 2015 Annual Financial Report: (i) Report from the

External Auditor; (ii) Report from the Committee

on the independence of the External Auditor; (iii)

Annual Accounts and Management Report for

the year ended 31 December 2015 and the 2015

Hydrocarbons Report.

Results for the Repsol Group for January 2016.

Information on the tax policies adopted by the

Company (Code of Good Tax Practices).

Report from the Corporate Economic and Fiscal

Department on the change in Repsol Group

Auditors and the auditing tender for the 2018-

2020 period.


Department: (i) Quarterly Report on


21

Hydrocarbon Reserves for the fourth quarter of

2015 and Annual Report on Reserves for 2015;

(ii) Financial Information Internal Control System

(2015 FIICS); (iii) Conclusion of the 2015 Annual

Audit and Control Plan; (iv) Conclusion of the

2015 Annual Safety and Environmental Audit

Plan; (v) 2015 Programme for Quality Assurance

and Improvement; and (vi) Proposed Annual

Audit and Control Plan for 2016.

Report from the Chairman Audit and Control

Committee of Repsol Oil & Gas Canada, Inc.

(formerly Talisman Energy) and the Audit and

Control Director for North America.

Report on the activities during 2015 of the Audit




shares


auditors.



and audit.



Meeting Date Agenda

No.170

23 March 2016

Proposal for the appointment of account

auditors for Repsol, S.A. and its consolidated

group for 2016.

Audit tender for the 2018-2020 period.

Meeting Date Agenda

No.171 3 May 2016

Review of the Financial Statements for the first



statements.

Report from the auditor of Repsol International

Finance, B.V.


22


Department: (i) Summary of the reports issued

by the Corporate Audit and Control Department;

(ii) Quarterly report on Hydrocarbon reserves for

the first quarter of 2016.

Report from the Markets Division on discretional

transactions involving treasury shares


auditors.



and audit.



Meeting Date Agenda

No. 172 28 June 2016 Tender for the contracting of the Account

Auditors for the Repsol Group: Report on the

audit firms.

Report from the Control of Reserves Department

on the results of the tender for the external

audit corresponding to the Fourth Cycle covering

the 2016-2018 period.

Amendment to the Repsol Group Internal Code

of Conduct on matters relating to the Securities

Market, and to the Board Regulations.



shares


auditors.



and audit.

Report on the communication received from the

National Securities Market Commission in

relation to the individual and consolidated

financial reports for the Repsol Group in 2015.


23

Meeting Date Agenda

No. 173 26 July 2016 Half-yearly financial statements for 2016: (i)

Repsol Group results for the second quarter of

2016; (ii) review of the half-yearly financial

statements and (iii) External Auditors’ Report.

Report on the reply to the communication

received from the National Securities Market

Commission in relation to the individual and

consolidated financial statements for the Repsol

Group in 2015.

Tender for the contracting of Account Auditors

for the Repsol Group.


Department: (i) Reports from the Reserves

Control Department on the Quarterly Report on

Hydrocarbon reserves corresponding to the

second quarter of 2016 and (ii) the 2015 Annual

Report on the Crime Prevention Model; and (iii)

Summary of the reports issued by the Audit and

Control Corporate Division.

Amendment to the Repsol Group Internal Code

of Conduct on matters relating to the Securities

Market, and to the Board Regulations.

New Ethics and Conduct Code for the Repsol

Group and Ethics and Compliance Channel for

Repsol.



shares


auditors.



and audit.




24

Meeting Date Agenda

Nº 174 2 November 2016 Review of the Financial Statements for the first



statements.


Department: (i) Reports from the Reserves

Control Division on the Quarterly Report on

Hydrocarbon reserves corresponding to the third

quarter of 2016; (ii) Report on the proposal for

the scope in 2016 of the Financial Information

Internal Control System (ICFR); (iii) Summary of

the reports issued by the Audit and Control

Corporate Division; (iv) Monitoring of the

recommendations issued by the Audit and

Control Corporate Division; and (v) Monitoring of

the results of the audits of associations and

contracts.

Report from the Markets Division on discretional

transactions involving treasury shares

Report on compliance with the obligations in

relation to the Securities Market in Spain.

Self-assessment of the Audit and Control

Committee. Distribution of the questionnaire.


auditors.



and audit.




25

Meeting Date Agenda

No. 175 12 December 2016 Report of the Economic and Fiscal Corporate

Division on amendments to the auditor's report

under new ISA 701 "Communication of key

audit issues in the report issued by the

independent auditor"

Report of the External Auditors on the planning

of the external audit activity for 2016

External Auditors' fees proposal for 2016


Department: (i) Reserves Rule; and (ii) SMA

Audit

Coordination protocol with the Audit

Committee of Talisman Energy, Inc.

Report from the Markets Division on


shares

Self-assessment of the functioning and

effectiveness of the Audit and Control

Committee.


auditors.


accounting matters, internal accounting

controls and audit.

Distribution of the calendar for the meetings of

the Audit and Control Committee for the year

2017

* * *

Documents

Audit and Control Committee activity report