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Repsol: General Shareholders Meeting 2015

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Repsol
Repsol

- Repsol reported adjusted net income of €1,707 million in 2014, a 27% increase from 2013, due to improved downstream results and asset divestments. Upstream results were penalized by lower crude oil prices and interruptions in Libya. - Production grew 2.5% to 355 thousand boe/day excluding Libya. The reserve replacement ratio was 118% and proven reserves reached 1,539 Mboe. - Strategic projects in Brazil, the US, Algeria, Spain, Russia and Bolivia are advancing and expected to contribute significantly to production growth in coming years.

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Repsol: General Shareholders Meeting 2015
ALL RIGHTS ARE RESERVED © REPSOL, S.A. 2015 Repsol, S.A. is the exclusive owner of this document. No part of this document may be reproduced (including photocopying), stored, duplicated, copied, distributed or introduced into a retrieval system of any nature or transmitted in any form or by any means without the prior written permission of Repsol, S.A. This document does not constitute an offer or invitation to purchase or subscribe shares, in accordance with the provisions of the Spanish Securities Market Law (Law 24/1988, of July 28, as amended and restated) and its implementing regulations. In addition, this document does not constitute an offer of purchase, sale or exchange, nor a request for an offer of purchase, sale or exchange of securities in any other jurisdiction. Some of the resources mentioned in this document do not constitute proved reserves and will be recognized as such when they comply with the formal conditions required by the U.S. Securities and Exchange Commission. This document contains statements that Repsol believes constitute forward-looking statements which may include statements regarding the intent, belief, or current expectations of Repsol and its management, including statements with respect to trends affecting Repsol’s financial condition, financial ratios, results of operations, business, strategy, geographic concentration, production volume and reserves, capital expenditures, costs savings, investments and dividend payout policies. These forward-looking statements may also include assumptions regarding future economic and other conditions, such as future crude oil and other prices, refining and marketing margins and exchange rates and are generally identified by the words “expects”, “anticipates”, “forecasts”, “believes”, estimates”, “notices” and similar expressions. These statements are not guarantees of future performance, prices, margins, exchange rates or other events and are subject to material risks, uncertainties, changes and other factors which may be beyond Repsol’s control or may be difficult to predict. Within those risks are those factors and circumstances described in the filings made by Repsol and its affiliates with the Comisión Nacional del Mercado de Valores in Spain, the Comisión Nacional de Valores in Argentina, the Securities and Exchange Commission in the United States and with any other supervisory authority of those markets where the securities issued by Repsol and/or its affiliates are listed. Repsol does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that the projected performance, conditions or events expressed or implied therein will not be realized. The information contained in the document has not been verified or revised by the Auditors of Repsol.
Index Proposals for the Shareholders’ Meeting Future challenges: value creation Acquisition of Talisman Results 2014 Highlights 2014 Repsol, integrated company Environment and outlook
Repsol: General Shareholders Meeting 2015
Evolution of GDP growth 2.4 3.4 3.4 3.5 -0.4 0.1 .1,4 1.8 -1.6 -1.2 1.4 2.8 -2 -1 0 1 2 3 4 2012 2013 2014 2015 e Global (1) Source: 1- Global Economics Perspectives Report. 2 - Banco de España Estimate. 3 - WEO Estimates April 2015. Spain growing at 3% in the 1st quarter 2015 5 Environment and outlook Gross Domestic Product Spain (2) Europe (3) (%)
6 Improving the global economy Recover growth rates that reduce unemployment and poverty Reactivate the pace of development in emerging economies Stimulate growth policies in developing economies In Europe and Spain: Continue with on-going policies: monetary, internationalization and structural reforms Correction of imbalance: re-enforcing confidence in the markets of the spanish economy Creation of employment Environment and outlook Challenges of the global and spanish economy Sustainable economic growth that reaches all of society
1 1,1 1,2 1,3 1,4 1,5 ($/€) 2012 2013 2014 2015 Average 2012 1.28 Average 2013 1.33 Average 2014 1.33 Average 1Q 2015 1.13 Favorable evolution of the exchange rate 7 1.37 1.08 Evolution of the exchange rate Environment and outlook Exchange rate
110.8 55.9 40 50 60 70 80 90 100 110 120 130 97.9 47.9 40 50 60 70 80 90 100 110 120 130 Average 2012 111.6 2012 2013 Evolution of Brent 2014 - 50% 2015 Evolution of WTI 2012 2013 2014 2015 Average 2013 108.7 Average 2014 99.0 Average 1Q 2015 54.0 Average 1Q 2015 48.6- 51% Average 2012 94.2 Average 2013 98.0 Average 2014 93.0 Drastic fall in crude oil prices 8 ($/barrel) ($/barrel) Environment and outlook Crude oil prices
3.8 2.9 1,5 2,5 3,5 4,5 5,5 Evolution of Henry Hub 2012 2013 2014 Average 2012 2.8 Average 2013 3.7 Average 2014 4.4 - 24% 2015 Average 1Q 2015 3.0 Gas prices higher in 2013, but falling since March 2014 9 Environment and outlook Gas prices ($/MBtu)
2008 2009 2010 2011 2012 2013 2014 0 1 2 3 4 5 6 7 8 9 10 Refining Margin Indicator Average 1Q 2015 8.7Average 2012 5.3 Average 2013 3.3 Average 2014 4.1 2012 2013 2014 2015 Annual variation in the demand of gasoline and gas oil in Spain Demand stabilized after a fall of 30% in gasoline and 20% in gas oil between 2007 and 2014 0.2% -4.3% -6.4%-6.4% -1.2% -5.6% -4.3% Favorable Environment for Downstream 10 Environment and outlook Downstream ($/barrel)
Repsol: General Shareholders Meeting 2015
12 Repsol, Integrated Company Integration Advantages Stable earnings Appropriate dimension to tackle projects Capacity for self-financing Upstream Downstream INTEGRATED MODEL Integration brings important advantages and synergies Contribution of Gas Natural Fenosa 60% of production: gas Negative correlation between the dollar and Brent
Upstream 2013 2014 € 980M € 589M Integration brings stability in the results 13 Repsol, Integrated Company Adjusted Net Income Downstream 2013 2014 € 479M € 1,012M
40% 50% 60% 70% 80% 90% 100% 110% 120% 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene (1)From when Brent reached the maximum in 2014 (19 of June) until the 24 of April 2015 (2)Integrated (average): BP, ENI, GALP, OMV, Statoil, Shell, Total (3)Non-integrated (average): EOG, Anadarko, Occidental, Murphy, Hess, Marathon, Apache Repsol share price vs peers(1) (2) (3) Brent Repsol Repsol share price vs Brent 14 Repsol, Integrated Company Share Price Evolution 2014 Integration generates higher shareholder value REPSOL INTEGRADAS NO INTEGRADASINTEGRATED NON INTEGRATED -10% -6% -23%
Repsol: General Shareholders Meeting 2015
Extraordinary dividend Talisman acquisition agreement Completed asset divestment LNG Rating improvement YPF Agreement(1) 2014 ($ 3,600M in 2013) ($ 700M in 2014) Sale of Argentinian bonds $ 5,000M Sale of non- expropriated shares $ 1,300M $ 8,300M 2015 Talisman Integration 16 Highlights 2014Highlights of the Year Appointment of the CEO 2014: a key year with large strategic operations $ 1,300M $ 4,300M (1)YPF monetization through the sale of Argentinian bonds ($ 4,997M) and the sale of non-expropriated shares($ 1,316M)
Talisman: A good agreement at the right moment Low price environment Disconnection between stock market share prices and asset value Allows achievement of strategic goals Repsol’s capacity to undertake the transaction Historic construction of a powerful asset portfolio World-class explorers Production growth record Downstream: leadership in Europe and in the generation of liquidity Brazil and LNG: the monetization of created value The recovery of value after the YPF expropriation Successful completion of a strategic growth cycle The start of a new strategic cycle of value creation 17 Highlights 2014New strategic cycle
Repsol: General Shareholders Meeting 2015
2013 2014 Upstream 980 589 Downstream 479 1,012 Gas Natural Fenosa 458 441 Corporation and adjustments (574) (335) Adjusted Net Income (1) 1,343 1,707 Equity effect (187) (606) Non-recurring income (277) (86) Income from discontinued operations(2) (684) 597 Net Income (3) 195 1,612 +27 % (1) CCS Net recurring income (Valuation of commodities and products to replacement cost). (2) In 2013 : YPF (€ -1,323M) through the impairment of assets; LNG (€ +638M). In 2014: GNL (€ +314M); YPF (€ +283M). (3) Income after taxes of MIFO (Valuation of commodities and products at an average cost). The net income surpassed € 1,600M 19 Results 2014Global magnitudes Figures in € Millions
Adjusted Net Income A fall in the price of crude oil (€ -300M vs 2013) Interruptions in Libya (13,300 boe/day in 2014 vs 28,800 boe/day in 2013) Upstream results penalized by the environment 20 Results 2014Upstream € 980M € 589M 2013 2014
Ongoing strategic projects that started up in 2013 y 2014 are adding 39 kboe/day: Sapinhoá (Brazil) Kinteroni (Peru) Margarita Phase II (Bolivia) Syskonsininskoye (Russia) Production grew by 2.5% 21 Results 2014Upstream Production: +2.5 % +8% excluding Libya (thousand boe/day) 346 355 2013 2014
Reserve Replacement Ratio 2014 Reserve Replacement Ratio 2014: 118% 5 years above 100% Proven reserves: 1,539 Mboe More than 150 Mboe of reserve incorporation Average Reserve Replacement Ratio in the last three years: 200% 22 Results 2014Upstream 118%
Brazil - Sapinhoá (Guará) Average 2014 production of 93,000 boe/d (current production level of 196,000 boe/d) Well connection in 2015 to reach 260,000 boe/d Brazil - Lapa (Carioca) FPSO under construction and ongoing tenders In production in 2016, reaching 64,000 boe/d in 2017 United States - Midcontinent Average production in 2014 of 101,000 boe/d 126,000 boe/d in December 2014 Algeria - Reggane In the construction phase. It will produce 7.7 Mm3/d in 2017 Spain - Lubina y Montanazo Average production 2014: 4,560 boe/d   23  Upstream: advances in strategic projects Results 2014 1 2 3 4 5 Note: production figures at 100% (“gross”)
Russia - AROG - Syskonsyninskoye (SK) Ongoing production since February 2014. Reaching 2.4 Mm3/d Bolivia - Margarita / Huacaya Finalizing Phase II (Phase III in process) Reaching production of 16.4 Mm3/d in 2014 (18 Mm3/d in April 2015) Peru – Kinteroni/Sagari Kinteroni in production since March 2014 Reaching a monthly production of 20,500 boe/d Production start-up in 2018 to a total of 47,000 boe/d Venezuela - Carabobo In development phase. Early production since the end of 2012 Average production in 2014 of 7,500 boe/d Reaching production of 16,000 boe/d in April 2015 Venezuela - Cardón IV Production start-up in 2015 To reach 12.7 Mm3/d in 2016 and 23.4 Mm3/d in 2018 6 7 8 9 10    24Note: production figures at 100% (“gross”) Upstream: advances in strategic projects Results 2014
12 positive wells from 34 drilled(1) : Brazil: one in BM-C-33 Bolivia: two in Andina United States: two in GoM and two in Alaska Russia: four in Karabashsky Trinidad and Tobago: one in TSP Acquisition of exploratory acreage 28 blocks, mainly in the United States and Norway Total net surface area (Repsol W.I.) = 25,300 km2 (1) 34 Wells: 24 exploratory + 10 evaluation/appraisal (12 positive: 4 exploratory + 8 evaluation/appraisal) 12 successful wells in 2014 25 Upstream Results 2014 Qugruk 5 y 7 León y Buckskin Appr-2 BQN-5 y RGD-99 TBN-14 Seat-2 Positive wells Gabi 1, K3, 31P y 32P
26 Results 2014Downstream Higher margins in Refining and Petrochemicals Higher gas margins in North America Higher commercial volumes 2013 2014 + 111% € 479M € 1,012M Important results increase in Downstream Adjusted Net Income
Integrated Margin(*) of Refining and Marketing in Europe (Repsol vs the sector) (*) Calculated as adjusted operating income (CCS) of R&M, divided by the volume of processed crude oil for 10 European peers (Repsol, Cepsa, Eni, Galp, OMV, MOL, Total, PKN Orlen, Hellenic Petroleum y Saras) Leadership in integrated Refining and Marketing margin Excellent asset quality Increased efficiency Repsol integrated margin Range of peers Leadership in Refining and Marketing 27 Results 2014Downstream -6 -4 -2 0 2 4 6 2010 2011 2012 2013 2014 ($/barril) ($/barrel)
28 Utilization 2014 80.8% Distillation 102.4% Conversion An increase in the margin indicator up to $4.1/barrel (5.5 in the 4th quarter) Refining system efficiency: Large projects (+$3/barrel) Lower energy costs Greater capacity utilization Latest-generation lubricants plant in Cartagena (alliance with SKL) Project to develop new specifications in Pampilla (Peru) Downstream: Refining 2013 2014 3.3 4.1 Refining Margin Indicator (Spain) ($/barrel) Results 2014 Exceptional contribution from the refining assets
Growth in sales in the Marketing business, especially in the last quarter (+4%) Position in non-oil (shops, El Corte Inglés, ONCE, Michelin, Disney…) New business models: Client Plan Higher results in LPG Improved market conditions Higher sales Competitiveness Plan: efficiency and differentiation Commercial Higher volumes and margins in North America Gas & Power Petrochemicals Higher volumes and results 29 Results 2014wnstream: Commercial, Petrochemicals and Gas & Power
Reduction of the net debt: 64% Excellent liquidity position Sale of LNG assets Monetization YPF Strong financial position 30 Results 2014Financial situation Net debt (*) Cash and equivalents (€ 6,532M) and lines of credit (€ 3,312M). Data at the close of 2014. € 9,844M Liquidez Vencimientos a cortoSHORT –TERM MATURITIES Liquidity covers short- term maturities more than 7 times (*) € 1,289M € 6,532M € 3,312M 2013 2014 €-3,423M€ 5,358M € 1,935M LIQUIDITY
Cutting-edge projects in Upstream and Synthetic Biology Leaders in R+D in transport energy (AutoGas, Neotech, Electrification…) Open innovation Global talent: 400 researchers in Spain, the United States and Brazil Working in a network of 120 Universities and research centers throughout the world Technology HEADS: “World Oil Award” Prize Technology: driving business development 31 Results 2014Technological innovation Río de Janeiro Madrid Houston
Excellent performance in safety Reduction of 480,000 tons of CO2 in 2014 3.6 million since 2006 Energy and Carbon plan 2020 Waste management plan 2020 Water management plan 2020 Commitment to safety and the environment 32 Results 2014Safety and the environment
Social Responsibility Talent, Diversity and Conciliation Fundación Repsol Trustworthy products and services 800 social projects 15 Sustainability plans (73% of shares linked to variable compensation) Human Rights training (6,000 employees) Second Sustainability Day Top Management Road Show with the investors ESG (Environment, Social and Governance) 24,000 employees More than 80 nationalities 10,500 training activities 1,400 teleworkers 674 employees with different capacities Entrepreneur fund: four editions (1,700 proposals and 25 projects incubated) 1,900,000 persons benefited since 2009 Re-enforcing our commitment to society 33 Results 2014Commitment to society
Repsol: General Shareholders Meeting 2015
Production: 302 thousand boe/d (2014) Reserves 1P: 731 Mboe (69% developed) Reserves 2P: 66% in OECD countries Reserves 2P /Production: 10.5 years Note: All the production and reserve figures are net, according to the Talisman Annual Report of December 2014 adjusted with a gas conversion factor of 5,615 cubic feet of gas per equivalent barrel Production 2014: 302 thousand boe/d 30% 6% 2% 19% 33% 11% 2P Reserves 2014: 1,153 Mboe 29% 4% 15% 43% 9% Transformative operation: ensuring growth, diversification and value creation 35 Latin America Southeast Asia North Sea United States Canada Others Talisman AcquisitionThe Company
Talisman brings a global and portfolio 36 Talisman AcquisitionAssets Producing assets Large free cash flow Sustainable production Potential for exploration and development Experienced operator Strong relationship to governments and NOCs Efficient operator Non-conventional assets Natural gas and associated liquids growth potential Upside emerging in Colombia (heavy crude oil) Alliance with Sinopec in the United Kingdom Offshore operator in the North Sea Non-operational assets in Algeria America Europe and North Africa Asian-Pacific
37 Talisman AcquisitionContribution of value Capital employed Capital employed in Upstream Data at the close of 2014. Applied exchange rate of 1.06 $/€ of Talisman capital employed 35% OECD € ~11,000M € ~23,000M Repsol Repsol + Talisman 43% OECD37% Upstream Repsol Repsol + Talisman € ~30,000M € ~42,000M 55% Upstream More focused on Upstream in countries with less geopolitical risk 37
(1) Repsol: Data at the close of 2014. Talisman Energy: Annual Report of December 2014 adjusted for the gas conversion factor of 5,615 cubic feet of gas per equivalent barrel (2) 1P – Proven 2P Proven and Probable Increase in production and reserves 38 Talisman AcquisitionContribution of value 355 656X 1.9 1,539 2,384 X 1.5 2,270 3,537 1P 2P 1P 2P Net production 2014 (1) Net reserves 2014 (1) Repsol Repsol + Talisman Repsol Repsol + Talisman (thousand boe/day) (Mill. boe)
Repsol: Data at the close of2014. Talisman Energy: Annual Report of December 2014 adjusted for the gas conversion factor of 5,615 cubic feet of gas per equivalent barrel Increase in operated assets and OECD production 39 Talisman AcquisitionContribution of value 21% 44% 11% + 23 p.p. + 25 p.p. Operated Production OECD Production Repsol Repsol + Talisman Repsol Repsol + Talisman 36%
Contingent resources Repsol Alaska GoM: Buckskin y Leon Brazil: C-33 (Pão de Açúcar, Seat, Gavea,) Presalino Albacora y Sagitario (BMS-50) Russia: Karabashsky Talisman: Colombia : CPE-6 Indonesia: Sakakemang Malaysia: Cuenca de Sabah Kurdistan Prospective resources Repsol Gulf of Mexico East Canada Brazil: Cuenca Santos y Espirito Santo Colombia : RC11, RC12 y Tayrona Peru Guyana Angola Romanía Portugal Offshore Norway Talisman: North America SE Asiá: Indonesia / Malaysia/ Vietnam / PNG Colombia 40 Talisman AcquisitionContribution of value Brazil Lapa Sapinhoá (Guará) Latin America Margarita-Huacaya (Bolivia) Carabobo – AEP (Venezuela) Cardon IV (Venezuela) Akacias (Colombia) Kinteroni + Sagari (Perú) Southeast Asia HST/HSD (Vietnam) Jambi Merang (Indonesia) Kinabalu (Malasia) Reggane (Argelia) Africa and Europe Monarb (UK) Lubina y Montanazo (España) SANECO /TNO/SK Russia Mid-continent (EE.UU) North America Eagle Ford (EE.UU) Marcellus (EE.UU) Duvernay (Canadá) Wide portfolio project and exploration opportunities
World class explorer Deepwater exploration experience Strong Focus on LatAm High Growth Exploration and Development Pipeline Technological, geological and geophysical capabilities Experienced production operator Unconventionals experience Focus on North America and South East Asia Assets and contingent resources Focus on operational capabilities Complementary skills 41 Talisman AcquisitionContribution of value
Commercial Commercialization Trading Investments Economies of scale General costs Optimization Cost Synergies Efficiency Global management Exploration Technology Team integration Best practices Operational Synergies Synergies of 220 million dollars annually 42 Talisman AcquisitionContribution of value
A great company resulting from a transformative operation Among the largest private oil & gas companies +50% Capital Employed in Upstream Present in more than 40 countries ~ 700,000 boe/day ~ 27,000 employees ~ 2,200 Mboe proven reserves 220 M$ /year in syngeries 43 Talisman AcquisitionThe New Repsol
Repsol: General Shareholders Meeting 2015
A new Strategic Plan focused on value creation 45 Future ChallengesNew Strategic Plan Prices Economy Regulation Talisman Integration Portfolio management Optimization and efficiency Financial solidity 45 Complex environment Business challenges Value creation Commitment to shareholders, society and employees New organization Competitive dividend Strategic Plan
Repsol: General Shareholders Meeting 2015
Repsol: General Shareholders Meeting 2015
Points regarding annual accounts, management by the Board an the re-election of the accounts auditor First. Approval 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 2014 Second. Approval of the management of the Board of Directors of Repsol, S.A. during 2014. Third. Appointment of the Accounts Auditor of Repsol, S.A. and its Consolidated Group for fiscal year 2015. Fourth. Approval of the proposed application of profits for 2014. . 48 Proposals to the Shareholders Meeting
Points regarding shareholder compensation Fifth. 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 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. Sixth. 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. 49 Points regarding programs for participation in the share capital of the company Seventh. Share Acquisition Plan 2016-2018. Proposals to the Shareholders Meeting
Points regarding the amendments of the by-laws and of the regulations of the General Shareholders’ Meeting Eighth. Amendment of the provisions of the By-Laws relating to the Shareholders´ Meeting and its powers. Amendment of articles 15, 19, 20, 21, 22, 22bis, 27 and 28. Ninth. Amendment of the provisions of the By-Laws relating to the Board of Directors, its Committees and the Directors. Amendment of articles 32, 33, 39, 39 bis, 40, 42, 43, 44, 45, and 45 ter, and addition of an article 45 bis. Tenth. Amendment of the provisions of the By-Laws relating to the information instrument of the Company. Amendment of articles 45 bis and 47. Eleventh. Amendment of the Regulations of the Shareholders’ Meeting: articles 3, 5, 6, 9, 13 and 14. 50 Proposals to the Shareholders Meeting
Points regarding the composition of the Board of Directors Twelfth. Re-election of Mr. Antonio Brufau Niubó as Director. Thirteenth. Ratification of the appointment by co-option and re-election as Director of Mr. Josu Jon Imaz San Miguel. Fourteenth. Re-election of Mr. Luis Carlos Croissier Batista as Director. Fifteenth. Re-election of Mr. Ángel Durández Adeva as Director. Sixteenth. Re-election of Mr. Mario Fernández Pelaz as Director. Seventeenth. Re-election of Mr. José Manuel Loureda Mantiñán as Director. Eighteenth. Ratification of the appointment by co-option and re-election as Director of Mr. John Robinson West. 51 Points regarding remuneration of the Company Directors Nineteenth. Examination and approval, if appropriate, of the Remuneration Policy for Directors of Repsol, S.A. Twentieth. Advisory vote on the Repsol, S.A. Annual Report on Directors’ Remuneration for 2014. Proposals to the Shareholders Meeting
Points regarding authorization and express delegation for the Board of Directors Twenty-first. Revocation of the resolution to reduce the capital by buying back own shares through a buy-back programme approved under point seven on the Agenda for the Ordinary General Shareholders’ Meeting held on 28 March 2014. Twenty-second. Delegation to the Board of Directors of the power to issue fixed income securities, debt instruments, promissory notes, hybrid instruments and preference shares in any of the forms permitted by law, both simple and exchangeable for shares outstanding or other pre-existing securities of other entities, and to guarantee security issues made by Group companies. 52 Proposals to the Shareholders Meeting Points regarding general matters Twenty-third. Delegation of powers to interpret, supplement, develop, execute, rectify and formalize the resolutions adopted by the General Shareholders’ Meeting.
Repsol: General Shareholders Meeting 2015

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Repsol: General Shareholders Meeting 2015

  • 2. ALL RIGHTS ARE RESERVED © REPSOL, S.A. 2015 Repsol, S.A. is the exclusive owner of this document. No part of this document may be reproduced (including photocopying), stored, duplicated, copied, distributed or introduced into a retrieval system of any nature or transmitted in any form or by any means without the prior written permission of Repsol, S.A. This document does not constitute an offer or invitation to purchase or subscribe shares, in accordance with the provisions of the Spanish Securities Market Law (Law 24/1988, of July 28, as amended and restated) and its implementing regulations. In addition, this document does not constitute an offer of purchase, sale or exchange, nor a request for an offer of purchase, sale or exchange of securities in any other jurisdiction. Some of the resources mentioned in this document do not constitute proved reserves and will be recognized as such when they comply with the formal conditions required by the U.S. Securities and Exchange Commission. This document contains statements that Repsol believes constitute forward-looking statements which may include statements regarding the intent, belief, or current expectations of Repsol and its management, including statements with respect to trends affecting Repsol’s financial condition, financial ratios, results of operations, business, strategy, geographic concentration, production volume and reserves, capital expenditures, costs savings, investments and dividend payout policies. These forward-looking statements may also include assumptions regarding future economic and other conditions, such as future crude oil and other prices, refining and marketing margins and exchange rates and are generally identified by the words “expects”, “anticipates”, “forecasts”, “believes”, estimates”, “notices” and similar expressions. These statements are not guarantees of future performance, prices, margins, exchange rates or other events and are subject to material risks, uncertainties, changes and other factors which may be beyond Repsol’s control or may be difficult to predict. Within those risks are those factors and circumstances described in the filings made by Repsol and its affiliates with the Comisión Nacional del Mercado de Valores in Spain, the Comisión Nacional de Valores in Argentina, the Securities and Exchange Commission in the United States and with any other supervisory authority of those markets where the securities issued by Repsol and/or its affiliates are listed. Repsol does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that the projected performance, conditions or events expressed or implied therein will not be realized. The information contained in the document has not been verified or revised by the Auditors of Repsol.
  • 3. Index Proposals for the Shareholders’ Meeting Future challenges: value creation Acquisition of Talisman Results 2014 Highlights 2014 Repsol, integrated company Environment and outlook
  • 5. Evolution of GDP growth 2.4 3.4 3.4 3.5 -0.4 0.1 .1,4 1.8 -1.6 -1.2 1.4 2.8 -2 -1 0 1 2 3 4 2012 2013 2014 2015 e Global (1) Source: 1- Global Economics Perspectives Report. 2 - Banco de España Estimate. 3 - WEO Estimates April 2015. Spain growing at 3% in the 1st quarter 2015 5 Environment and outlook Gross Domestic Product Spain (2) Europe (3) (%)
  • 6. 6 Improving the global economy Recover growth rates that reduce unemployment and poverty Reactivate the pace of development in emerging economies Stimulate growth policies in developing economies In Europe and Spain: Continue with on-going policies: monetary, internationalization and structural reforms Correction of imbalance: re-enforcing confidence in the markets of the spanish economy Creation of employment Environment and outlook Challenges of the global and spanish economy Sustainable economic growth that reaches all of society
  • 7. 1 1,1 1,2 1,3 1,4 1,5 ($/€) 2012 2013 2014 2015 Average 2012 1.28 Average 2013 1.33 Average 2014 1.33 Average 1Q 2015 1.13 Favorable evolution of the exchange rate 7 1.37 1.08 Evolution of the exchange rate Environment and outlook Exchange rate
  • 8. 110.8 55.9 40 50 60 70 80 90 100 110 120 130 97.9 47.9 40 50 60 70 80 90 100 110 120 130 Average 2012 111.6 2012 2013 Evolution of Brent 2014 - 50% 2015 Evolution of WTI 2012 2013 2014 2015 Average 2013 108.7 Average 2014 99.0 Average 1Q 2015 54.0 Average 1Q 2015 48.6- 51% Average 2012 94.2 Average 2013 98.0 Average 2014 93.0 Drastic fall in crude oil prices 8 ($/barrel) ($/barrel) Environment and outlook Crude oil prices
  • 9. 3.8 2.9 1,5 2,5 3,5 4,5 5,5 Evolution of Henry Hub 2012 2013 2014 Average 2012 2.8 Average 2013 3.7 Average 2014 4.4 - 24% 2015 Average 1Q 2015 3.0 Gas prices higher in 2013, but falling since March 2014 9 Environment and outlook Gas prices ($/MBtu)
  • 10. 2008 2009 2010 2011 2012 2013 2014 0 1 2 3 4 5 6 7 8 9 10 Refining Margin Indicator Average 1Q 2015 8.7Average 2012 5.3 Average 2013 3.3 Average 2014 4.1 2012 2013 2014 2015 Annual variation in the demand of gasoline and gas oil in Spain Demand stabilized after a fall of 30% in gasoline and 20% in gas oil between 2007 and 2014 0.2% -4.3% -6.4%-6.4% -1.2% -5.6% -4.3% Favorable Environment for Downstream 10 Environment and outlook Downstream ($/barrel)
  • 12. 12 Repsol, Integrated Company Integration Advantages Stable earnings Appropriate dimension to tackle projects Capacity for self-financing Upstream Downstream INTEGRATED MODEL Integration brings important advantages and synergies Contribution of Gas Natural Fenosa 60% of production: gas Negative correlation between the dollar and Brent
  • 13. Upstream 2013 2014 € 980M € 589M Integration brings stability in the results 13 Repsol, Integrated Company Adjusted Net Income Downstream 2013 2014 € 479M € 1,012M
  • 14. 40% 50% 60% 70% 80% 90% 100% 110% 120% 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene 0-ene (1)From when Brent reached the maximum in 2014 (19 of June) until the 24 of April 2015 (2)Integrated (average): BP, ENI, GALP, OMV, Statoil, Shell, Total (3)Non-integrated (average): EOG, Anadarko, Occidental, Murphy, Hess, Marathon, Apache Repsol share price vs peers(1) (2) (3) Brent Repsol Repsol share price vs Brent 14 Repsol, Integrated Company Share Price Evolution 2014 Integration generates higher shareholder value REPSOL INTEGRADAS NO INTEGRADASINTEGRATED NON INTEGRATED -10% -6% -23%
  • 16. Extraordinary dividend Talisman acquisition agreement Completed asset divestment LNG Rating improvement YPF Agreement(1) 2014 ($ 3,600M in 2013) ($ 700M in 2014) Sale of Argentinian bonds $ 5,000M Sale of non- expropriated shares $ 1,300M $ 8,300M 2015 Talisman Integration 16 Highlights 2014Highlights of the Year Appointment of the CEO 2014: a key year with large strategic operations $ 1,300M $ 4,300M (1)YPF monetization through the sale of Argentinian bonds ($ 4,997M) and the sale of non-expropriated shares($ 1,316M)
  • 17. Talisman: A good agreement at the right moment Low price environment Disconnection between stock market share prices and asset value Allows achievement of strategic goals Repsol’s capacity to undertake the transaction Historic construction of a powerful asset portfolio World-class explorers Production growth record Downstream: leadership in Europe and in the generation of liquidity Brazil and LNG: the monetization of created value The recovery of value after the YPF expropriation Successful completion of a strategic growth cycle The start of a new strategic cycle of value creation 17 Highlights 2014New strategic cycle
  • 19. 2013 2014 Upstream 980 589 Downstream 479 1,012 Gas Natural Fenosa 458 441 Corporation and adjustments (574) (335) Adjusted Net Income (1) 1,343 1,707 Equity effect (187) (606) Non-recurring income (277) (86) Income from discontinued operations(2) (684) 597 Net Income (3) 195 1,612 +27 % (1) CCS Net recurring income (Valuation of commodities and products to replacement cost). (2) In 2013 : YPF (€ -1,323M) through the impairment of assets; LNG (€ +638M). In 2014: GNL (€ +314M); YPF (€ +283M). (3) Income after taxes of MIFO (Valuation of commodities and products at an average cost). The net income surpassed € 1,600M 19 Results 2014Global magnitudes Figures in € Millions
  • 20. Adjusted Net Income A fall in the price of crude oil (€ -300M vs 2013) Interruptions in Libya (13,300 boe/day in 2014 vs 28,800 boe/day in 2013) Upstream results penalized by the environment 20 Results 2014Upstream € 980M € 589M 2013 2014
  • 21. Ongoing strategic projects that started up in 2013 y 2014 are adding 39 kboe/day: Sapinhoá (Brazil) Kinteroni (Peru) Margarita Phase II (Bolivia) Syskonsininskoye (Russia) Production grew by 2.5% 21 Results 2014Upstream Production: +2.5 % +8% excluding Libya (thousand boe/day) 346 355 2013 2014
  • 22. Reserve Replacement Ratio 2014 Reserve Replacement Ratio 2014: 118% 5 years above 100% Proven reserves: 1,539 Mboe More than 150 Mboe of reserve incorporation Average Reserve Replacement Ratio in the last three years: 200% 22 Results 2014Upstream 118%
  • 23. Brazil - Sapinhoá (Guará) Average 2014 production of 93,000 boe/d (current production level of 196,000 boe/d) Well connection in 2015 to reach 260,000 boe/d Brazil - Lapa (Carioca) FPSO under construction and ongoing tenders In production in 2016, reaching 64,000 boe/d in 2017 United States - Midcontinent Average production in 2014 of 101,000 boe/d 126,000 boe/d in December 2014 Algeria - Reggane In the construction phase. It will produce 7.7 Mm3/d in 2017 Spain - Lubina y Montanazo Average production 2014: 4,560 boe/d   23  Upstream: advances in strategic projects Results 2014 1 2 3 4 5 Note: production figures at 100% (“gross”)
  • 24. Russia - AROG - Syskonsyninskoye (SK) Ongoing production since February 2014. Reaching 2.4 Mm3/d Bolivia - Margarita / Huacaya Finalizing Phase II (Phase III in process) Reaching production of 16.4 Mm3/d in 2014 (18 Mm3/d in April 2015) Peru – Kinteroni/Sagari Kinteroni in production since March 2014 Reaching a monthly production of 20,500 boe/d Production start-up in 2018 to a total of 47,000 boe/d Venezuela - Carabobo In development phase. Early production since the end of 2012 Average production in 2014 of 7,500 boe/d Reaching production of 16,000 boe/d in April 2015 Venezuela - Cardón IV Production start-up in 2015 To reach 12.7 Mm3/d in 2016 and 23.4 Mm3/d in 2018 6 7 8 9 10    24Note: production figures at 100% (“gross”) Upstream: advances in strategic projects Results 2014
  • 25. 12 positive wells from 34 drilled(1) : Brazil: one in BM-C-33 Bolivia: two in Andina United States: two in GoM and two in Alaska Russia: four in Karabashsky Trinidad and Tobago: one in TSP Acquisition of exploratory acreage 28 blocks, mainly in the United States and Norway Total net surface area (Repsol W.I.) = 25,300 km2 (1) 34 Wells: 24 exploratory + 10 evaluation/appraisal (12 positive: 4 exploratory + 8 evaluation/appraisal) 12 successful wells in 2014 25 Upstream Results 2014 Qugruk 5 y 7 León y Buckskin Appr-2 BQN-5 y RGD-99 TBN-14 Seat-2 Positive wells Gabi 1, K3, 31P y 32P
  • 26. 26 Results 2014Downstream Higher margins in Refining and Petrochemicals Higher gas margins in North America Higher commercial volumes 2013 2014 + 111% € 479M € 1,012M Important results increase in Downstream Adjusted Net Income
  • 27. Integrated Margin(*) of Refining and Marketing in Europe (Repsol vs the sector) (*) Calculated as adjusted operating income (CCS) of R&M, divided by the volume of processed crude oil for 10 European peers (Repsol, Cepsa, Eni, Galp, OMV, MOL, Total, PKN Orlen, Hellenic Petroleum y Saras) Leadership in integrated Refining and Marketing margin Excellent asset quality Increased efficiency Repsol integrated margin Range of peers Leadership in Refining and Marketing 27 Results 2014Downstream -6 -4 -2 0 2 4 6 2010 2011 2012 2013 2014 ($/barril) ($/barrel)
  • 28. 28 Utilization 2014 80.8% Distillation 102.4% Conversion An increase in the margin indicator up to $4.1/barrel (5.5 in the 4th quarter) Refining system efficiency: Large projects (+$3/barrel) Lower energy costs Greater capacity utilization Latest-generation lubricants plant in Cartagena (alliance with SKL) Project to develop new specifications in Pampilla (Peru) Downstream: Refining 2013 2014 3.3 4.1 Refining Margin Indicator (Spain) ($/barrel) Results 2014 Exceptional contribution from the refining assets
  • 29. Growth in sales in the Marketing business, especially in the last quarter (+4%) Position in non-oil (shops, El Corte Inglés, ONCE, Michelin, Disney…) New business models: Client Plan Higher results in LPG Improved market conditions Higher sales Competitiveness Plan: efficiency and differentiation Commercial Higher volumes and margins in North America Gas & Power Petrochemicals Higher volumes and results 29 Results 2014wnstream: Commercial, Petrochemicals and Gas & Power
  • 30. Reduction of the net debt: 64% Excellent liquidity position Sale of LNG assets Monetization YPF Strong financial position 30 Results 2014Financial situation Net debt (*) Cash and equivalents (€ 6,532M) and lines of credit (€ 3,312M). Data at the close of 2014. € 9,844M Liquidez Vencimientos a cortoSHORT –TERM MATURITIES Liquidity covers short- term maturities more than 7 times (*) € 1,289M € 6,532M € 3,312M 2013 2014 €-3,423M€ 5,358M € 1,935M LIQUIDITY
  • 31. Cutting-edge projects in Upstream and Synthetic Biology Leaders in R+D in transport energy (AutoGas, Neotech, Electrification…) Open innovation Global talent: 400 researchers in Spain, the United States and Brazil Working in a network of 120 Universities and research centers throughout the world Technology HEADS: “World Oil Award” Prize Technology: driving business development 31 Results 2014Technological innovation Río de Janeiro Madrid Houston
  • 32. Excellent performance in safety Reduction of 480,000 tons of CO2 in 2014 3.6 million since 2006 Energy and Carbon plan 2020 Waste management plan 2020 Water management plan 2020 Commitment to safety and the environment 32 Results 2014Safety and the environment
  • 33. Social Responsibility Talent, Diversity and Conciliation Fundación Repsol Trustworthy products and services 800 social projects 15 Sustainability plans (73% of shares linked to variable compensation) Human Rights training (6,000 employees) Second Sustainability Day Top Management Road Show with the investors ESG (Environment, Social and Governance) 24,000 employees More than 80 nationalities 10,500 training activities 1,400 teleworkers 674 employees with different capacities Entrepreneur fund: four editions (1,700 proposals and 25 projects incubated) 1,900,000 persons benefited since 2009 Re-enforcing our commitment to society 33 Results 2014Commitment to society
  • 35. Production: 302 thousand boe/d (2014) Reserves 1P: 731 Mboe (69% developed) Reserves 2P: 66% in OECD countries Reserves 2P /Production: 10.5 years Note: All the production and reserve figures are net, according to the Talisman Annual Report of December 2014 adjusted with a gas conversion factor of 5,615 cubic feet of gas per equivalent barrel Production 2014: 302 thousand boe/d 30% 6% 2% 19% 33% 11% 2P Reserves 2014: 1,153 Mboe 29% 4% 15% 43% 9% Transformative operation: ensuring growth, diversification and value creation 35 Latin America Southeast Asia North Sea United States Canada Others Talisman AcquisitionThe Company
  • 36. Talisman brings a global and portfolio 36 Talisman AcquisitionAssets Producing assets Large free cash flow Sustainable production Potential for exploration and development Experienced operator Strong relationship to governments and NOCs Efficient operator Non-conventional assets Natural gas and associated liquids growth potential Upside emerging in Colombia (heavy crude oil) Alliance with Sinopec in the United Kingdom Offshore operator in the North Sea Non-operational assets in Algeria America Europe and North Africa Asian-Pacific
  • 37. 37 Talisman AcquisitionContribution of value Capital employed Capital employed in Upstream Data at the close of 2014. Applied exchange rate of 1.06 $/€ of Talisman capital employed 35% OECD € ~11,000M € ~23,000M Repsol Repsol + Talisman 43% OECD37% Upstream Repsol Repsol + Talisman € ~30,000M € ~42,000M 55% Upstream More focused on Upstream in countries with less geopolitical risk 37
  • 38. (1) Repsol: Data at the close of 2014. Talisman Energy: Annual Report of December 2014 adjusted for the gas conversion factor of 5,615 cubic feet of gas per equivalent barrel (2) 1P – Proven 2P Proven and Probable Increase in production and reserves 38 Talisman AcquisitionContribution of value 355 656X 1.9 1,539 2,384 X 1.5 2,270 3,537 1P 2P 1P 2P Net production 2014 (1) Net reserves 2014 (1) Repsol Repsol + Talisman Repsol Repsol + Talisman (thousand boe/day) (Mill. boe)
  • 39. Repsol: Data at the close of2014. Talisman Energy: Annual Report of December 2014 adjusted for the gas conversion factor of 5,615 cubic feet of gas per equivalent barrel Increase in operated assets and OECD production 39 Talisman AcquisitionContribution of value 21% 44% 11% + 23 p.p. + 25 p.p. Operated Production OECD Production Repsol Repsol + Talisman Repsol Repsol + Talisman 36%
  • 40. Contingent resources Repsol Alaska GoM: Buckskin y Leon Brazil: C-33 (Pão de Açúcar, Seat, Gavea,) Presalino Albacora y Sagitario (BMS-50) Russia: Karabashsky Talisman: Colombia : CPE-6 Indonesia: Sakakemang Malaysia: Cuenca de Sabah Kurdistan Prospective resources Repsol Gulf of Mexico East Canada Brazil: Cuenca Santos y Espirito Santo Colombia : RC11, RC12 y Tayrona Peru Guyana Angola Romanía Portugal Offshore Norway Talisman: North America SE Asiá: Indonesia / Malaysia/ Vietnam / PNG Colombia 40 Talisman AcquisitionContribution of value Brazil Lapa Sapinhoá (Guará) Latin America Margarita-Huacaya (Bolivia) Carabobo – AEP (Venezuela) Cardon IV (Venezuela) Akacias (Colombia) Kinteroni + Sagari (Perú) Southeast Asia HST/HSD (Vietnam) Jambi Merang (Indonesia) Kinabalu (Malasia) Reggane (Argelia) Africa and Europe Monarb (UK) Lubina y Montanazo (España) SANECO /TNO/SK Russia Mid-continent (EE.UU) North America Eagle Ford (EE.UU) Marcellus (EE.UU) Duvernay (Canadá) Wide portfolio project and exploration opportunities
  • 41. World class explorer Deepwater exploration experience Strong Focus on LatAm High Growth Exploration and Development Pipeline Technological, geological and geophysical capabilities Experienced production operator Unconventionals experience Focus on North America and South East Asia Assets and contingent resources Focus on operational capabilities Complementary skills 41 Talisman AcquisitionContribution of value
  • 42. Commercial Commercialization Trading Investments Economies of scale General costs Optimization Cost Synergies Efficiency Global management Exploration Technology Team integration Best practices Operational Synergies Synergies of 220 million dollars annually 42 Talisman AcquisitionContribution of value
  • 43. A great company resulting from a transformative operation Among the largest private oil & gas companies +50% Capital Employed in Upstream Present in more than 40 countries ~ 700,000 boe/day ~ 27,000 employees ~ 2,200 Mboe proven reserves 220 M$ /year in syngeries 43 Talisman AcquisitionThe New Repsol
  • 45. A new Strategic Plan focused on value creation 45 Future ChallengesNew Strategic Plan Prices Economy Regulation Talisman Integration Portfolio management Optimization and efficiency Financial solidity 45 Complex environment Business challenges Value creation Commitment to shareholders, society and employees New organization Competitive dividend Strategic Plan
  • 48. Points regarding annual accounts, management by the Board an the re-election of the accounts auditor First. Approval 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 2014 Second. Approval of the management of the Board of Directors of Repsol, S.A. during 2014. Third. Appointment of the Accounts Auditor of Repsol, S.A. and its Consolidated Group for fiscal year 2015. Fourth. Approval of the proposed application of profits for 2014. . 48 Proposals to the Shareholders Meeting
  • 49. Points regarding shareholder compensation Fifth. 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 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. Sixth. 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. 49 Points regarding programs for participation in the share capital of the company Seventh. Share Acquisition Plan 2016-2018. Proposals to the Shareholders Meeting
  • 50. Points regarding the amendments of the by-laws and of the regulations of the General Shareholders’ Meeting Eighth. Amendment of the provisions of the By-Laws relating to the Shareholders´ Meeting and its powers. Amendment of articles 15, 19, 20, 21, 22, 22bis, 27 and 28. Ninth. Amendment of the provisions of the By-Laws relating to the Board of Directors, its Committees and the Directors. Amendment of articles 32, 33, 39, 39 bis, 40, 42, 43, 44, 45, and 45 ter, and addition of an article 45 bis. Tenth. Amendment of the provisions of the By-Laws relating to the information instrument of the Company. Amendment of articles 45 bis and 47. Eleventh. Amendment of the Regulations of the Shareholders’ Meeting: articles 3, 5, 6, 9, 13 and 14. 50 Proposals to the Shareholders Meeting
  • 51. Points regarding the composition of the Board of Directors Twelfth. Re-election of Mr. Antonio Brufau Niubó as Director. Thirteenth. Ratification of the appointment by co-option and re-election as Director of Mr. Josu Jon Imaz San Miguel. Fourteenth. Re-election of Mr. Luis Carlos Croissier Batista as Director. Fifteenth. Re-election of Mr. Ángel Durández Adeva as Director. Sixteenth. Re-election of Mr. Mario Fernández Pelaz as Director. Seventeenth. Re-election of Mr. José Manuel Loureda Mantiñán as Director. Eighteenth. Ratification of the appointment by co-option and re-election as Director of Mr. John Robinson West. 51 Points regarding remuneration of the Company Directors Nineteenth. Examination and approval, if appropriate, of the Remuneration Policy for Directors of Repsol, S.A. Twentieth. Advisory vote on the Repsol, S.A. Annual Report on Directors’ Remuneration for 2014. Proposals to the Shareholders Meeting
  • 52. Points regarding authorization and express delegation for the Board of Directors Twenty-first. Revocation of the resolution to reduce the capital by buying back own shares through a buy-back programme approved under point seven on the Agenda for the Ordinary General Shareholders’ Meeting held on 28 March 2014. Twenty-second. Delegation to the Board of Directors of the power to issue fixed income securities, debt instruments, promissory notes, hybrid instruments and preference shares in any of the forms permitted by law, both simple and exchangeable for shares outstanding or other pre-existing securities of other entities, and to guarantee security issues made by Group companies. 52 Proposals to the Shareholders Meeting Points regarding general matters Twenty-third. Delegation of powers to interpret, supplement, develop, execute, rectify and formalize the resolutions adopted by the General Shareholders’ Meeting.