Bond Repsolis 2.5% ( XS2320533131 ) in EUR

Repsolis

98.41 % ▼

Spain

XS2320533131 ( in EUR )

2.5% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Repsol XS2320533131 en EUR 2.5%, maturity Perpetual

22/03/2026 ( In 43 days )

Repsol is a Spanish multinational oil and gas company engaged in the exploration, production, refining, and distribution of petroleum products and the generation of electricity.

The Bond issued by Repsolis ( Spain ) , in EUR, with the ISIN code XS2320533131, pays a coupon of 2.5% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

Repsol International Finance B.V.
(incorporated with limited liability under the
laws of The Netherlands)
750,000,000 6 Year Non-Call Undated Deeply Subordinated Guaranteed Fixed Rate Securities
unconditionally and irrevocably guaranteed on a subordinated basis by
Repsol, S.A.
(incorporated with limited liability under the laws of the
Kingdom of Spain)
The 750,000,000 6 Year Non-Call Undated Deeply Subordinated Guaranteed Fixed Rate Securities (the
"Securities") are issued by Repsol International Finance B.V. (the "Issuer") and unconditionally and
irrevocably guaranteed on a subordinated basis by Repsol, S.A. (the "Guarantee", and the "Guarantor",
respectively).
Pursuant to the terms and conditions of the Securities as described in "Terms and Conditions of the
Securities" (the "Conditions"), the Securities will bear interest on their principal amount (i) at a fixed rate of
2.500 per cent. per annum from (and including) the Issue Date to (but excluding) the First Reset Date (as
defined in the Conditions) payable annually in arrear on 22 March in each year, with the first Interest
Payment Date on 22 March 2022; and (ii) from (and including) the First Reset Date, at, in respect of each
Reset Period (as defined in the Conditions), the applicable 5 year Swap Rate plus: (A) in respect of the Reset
Period commencing on the First Reset Date to (but excluding) the First Step-up Date (as defined in the
Conditions), 2.769 per cent. per annum; (B) in respect of the Reset Periods from (and including) the First
Step-up Date to (but excluding) the Second Step-up Date (as defined in the Conditions), 3.019 per cent. per
annum; and (C) in respect of any other Reset Period from (and including) the Second Step-up Date, 3.769
per cent. per annum, all as determined by the Agent Bank. Interest will be payable annually in arrear on each
Interest Payment Date (as defined in the Conditions), commencing on 22 March 2022.
The Issuer may, at its sole discretion, elect to defer (in whole or in part) any payment of interest on the
Securities, as more particularly described in Condition 5 (Optional Interest Deferral). Any amounts so
deferred, together with further interest accrued thereon (at the Prevailing Interest Rate applicable from time
to time), shall constitute Arrears of Interest (each capitalised term as defined in the Conditions). The Issuer
may pay outstanding Arrears of Interest, in whole or in part, at any time in accordance with the Conditions.
Notwithstanding the foregoing, the Issuer shall pay any outstanding Arrears of Interest in whole, but not in
part, on the first occurring Mandatory Settlement Date following the Interest Payment Date on which any
outstanding Arrears of Interest was first deferred, all as more particularly described, and each capitalised
term as defined, in Condition 5.3 (Mandatory Settlement of Arrears of Interest).
The Securities are undated securities in respect of which there is no specific maturity date. The Securities
will be redeemable (at the option of the Issuer) in whole, but not in part, on any date during the Relevant
Period (as defined in the Conditions) or upon any Interest Payment Date (as defined in the Conditions)
thereafter, at their principal amount together with any accrued and unpaid interest up to (but excluding) the
Redemption Date (as defined in the Conditions) and any outstanding Arrears of Interest. The Securities will
be redeemable (at the option of the Issuer) in whole, but not in part, at any time (other than during the
Relevant Period and on any subsequent Interest Payment Date) at the Make-Whole Redemption Amount
(each such term as defined in the Conditions). In addition, upon the occurrence of a Capital Event, a Tax
Event, a Withholding Tax Event, a Substantial Purchase Event or an Accounting Event (each such term as

defined in the Conditions), the Securities will be redeemable (at the option of the Issuer) in whole, but not in
part, at the amount set out, and as more particularly described, in Condition 6 (Redemption and Purchase).
The Securities constitute direct, unsecured and subordinated obligations of the Issuer and will at all times
rank pari passu and without any preference among themselves, all as more particularly described in
Condition 2 (Status and Subordination of the Securities and Coupons). In the event of an Issuer Winding-up
(as defined in the Conditions), the rights and claims of the holders of the Securities against the Issuer in
respect of or arising under the Securities and the Coupons will rank (i) junior to the claims of all holders of
Senior Obligations of the Issuer (as defined in the Conditions), (ii) pari passu with the claims of holders of
all Parity Obligations of the Issuer (as defined in the Conditions) and (iii) senior to the claims of holders of
all Junior Obligations of the Issuer (as defined in the Conditions). The payment obligations of the Guarantor
under the Guarantee constitute direct, unsecured and subordinated obligations of the Guarantor and will at all
times rank pari passu and without any preference among themselves. In the event of the Guarantor being
declared in insolvency under Spanish insolvency law, the rights and claims of holders of the Securities
against the Guarantor in respect of or arising under the Guarantee will rank, as against the other obligations
of the Guarantor, in the manner more particularly described in Condition 3 (Guarantee, Status and
Subordination of the Guarantee).
Payments in respect of the Securities will be made without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature of The
Netherlands or the Kingdom of Spain, unless such withholding or deduction is required by law. In the event
that any such withholding or deduction is made, additional amounts will be payable by the Issuer or, as the
case may be, the Guarantor, subject to certain exceptions as are more fully described in Condition 8
(Taxation).
This document constitutes a prospectus (the "Prospectus") for the purposes of Article 6 of Regulation (EU)
2017/1129 (as amended, the "Prospectus Regulation"). This Prospectus has been approved by the
Commission de Surveillance du Secteur Financier (the "CSSF") as competent authority for the purposes of
the Prospectus Regulation and Commission Delegated Regulation (EU) 2019/980. The CSSF only approves
this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed under
Luxembourg and EU law pursuant to the Prospectus Regulation. Such approval by the CSSF should not be
considered as an endorsement of the Issuer or the Guarantor that are the subject of this Prospectus nor as an
endorsement of the quality of the Securities. Investors should make their own assessment as to the suitability
of investing in the Securities. The CSSF gives no undertaking as to the economic and financial soundness of
the transaction or the quality or solvency of the Issuer or the Guarantor in line with the provisions of Article
6(4) of the Luxembourg Act dated 16 July 2019 relating to prospectuses for securities.
Application has been made to the Luxembourg Stock Exchange for the Securities to be listed on the official
list of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange's
regulated market (which is a regulated market for the purposes of Directive 2014/65/EU on markets in
financial instruments (as amended, "MiFID II")).
The period of validity of this Prospectus shall be 12 months after the Prospectus has been approved (i.e.,
until 18 March 2022). For the avoidance of doubt, neither the Issuer nor the Guarantor shall have any
obligation to supplement this Prospectus after the Securities have been admitted to trading.
The Securities have not been, and will not be, registered under the United States Securities Act of 1933 (the
"Securities Act") and are subject to United States tax law requirements. The Securities are being offered
outside the United States by the Joint Bookrunners (as defined in "Subscription and Sale") in accordance
with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Securities will be in bearer form and each in the denomination of 100,000 and integral multiples of
1,000 in excess thereof up to and including 199,000. The Securities will initially be represented by a
temporary global security (a "Temporary Global Security"), without interest coupons or talons, which will
be deposited with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream

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Banking, S.A. ("Clearstream, Luxembourg") on or about the Issue Date. Interests in the Temporary Global
Security will be exchangeable for interests in a permanent global security (a "Permanent Global Security"
and together with the Temporary Global Security, the "Global Securities") in the circumstances set out in
the Temporary Global Security. The Permanent Global Security will be exchangeable for definitive
Securities (the "Definitive Securities") in the circumstances set out in the Permanent Global Security. See
"Overview of Provisions relating to the Securities in Global Form".
The Securities are expected to be rated BB+ by S&P Global Ratings Europe Limited, France Branch
("S&P"), Ba1 by Moody's Deutschland GmbH ("Moody's") and BB+ by Fitch Ratings Ireland Limited
("Fitch Ratings").
Each of S&P, Moody's and Fitch Ratings is established in the European Union and registered under
Regulation (EU) No 1060/2009, as amended (the "CRA Regulation").
A security rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
The determination of the Prevailing Interest Rate in respect of the Securities is dependent upon the relevant
6-month Euro Interbank Offered Rate ("EURIBOR") administered by the European Money Markets
Institute and the 5 year Swap Rate appearing on the Reuters Screen Page "ICESWAP2/EURSFIXB"
provided by ICE Benchmark Administration Limited.
As at the date of this Prospectus, the European Money Markets Institute is included in the register of
administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 of Regulation (EU) No 2016/1011 (the "Benchmarks
Regulation"). The transitional provisions in Article 51 of the Benchmarks Regulation apply, such that ICE
Benchmark Administration Limited is not currently required to obtain recognition, endorsement or
equivalence.
Prospective investors should have regard to the factors described under the section headed "Risk
Factors" in this Prospectus.
Joint Bookrunners
CaixaBank
Citigroup
Deutsche Bank
Goldman Sachs Bank Europe SE
J.P. Morgan
Mizuho Securities
NatWest Markets
Santander Corporate and
Société Générale Corporate &
Investment Banking (SCIB)
Investment Banking

UniCredit Bank
18 March 2021

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TABLE OF CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................................... 2
RISK FACTORS ................................................................................................................................................ 7
OVERVIEW OF THE SECURITIES .............................................................................................................. 27
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 34
TERMS AND CONDITIONS OF THE SECURITIES ................................................................................... 38
OVERVIEW OF PROVISIONS RELATING TO THE SECURITIES IN GLOBAL FORM ........................ 67
FORM OF GUARANTEE ............................................................................................................................... 69
USE OF PROCEEDS ....................................................................................................................................... 74
DESCRIPTION OF THE ISSUER .................................................................................................................. 75
DESCRIPTION OF THE GUARANTOR AND THE GROUP ...................................................................... 77
TAXATION ................................................................................................................................................... 95
SUBSCRIPTION AND SALE ....................................................................................................................... 102
GENERAL INFORMATION ........................................................................................................................ 105

IMPORTANT NOTICES
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Prospectus
and declares that, to the best of its knowledge, the information contained in this Prospectus is in accordance
with the facts and makes no omission likely to affect its import. Information appearing in this Prospectus is
only accurate as of the date on the front cover of this Prospectus. The business, financial condition, results of
operations and prospects of the Issuer and the Guarantor may have changed since such date.
The language of this Prospectus is English. Certain legislative references and technical terms have been cited
in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.
Each of the Issuer and the Guarantor has confirmed to the Joint Bookrunners named under "Subscription and
Sale" below (the "Joint Bookrunners") that this Prospectus contains all information regarding the Issuer,
the Guarantor and the Securities which is (in the context of the issue of the Securities) material; such
information is true and accurate in all material respects and is not misleading in any material respect; any
opinions, predictions or intentions expressed in this Prospectus on the part of the Issuer or (as the case may
be) the Guarantor are honestly held or made and are not misleading in any material respect; this Prospectus
does not omit to state any material fact necessary to make such information, opinions, predictions or
intentions (in such context) not misleading in any material respect; and all proper enquiries have been made
to ascertain and to verify the foregoing.
Neither the Issuer nor the Guarantor has authorised the making or provision of any representation or
information regarding the Issuer, the Guarantor or the Securities other than as contained in this Prospectus or
as approved for such purpose by the Issuer and the Guarantor. Any such representation or information should
not be relied upon as having been authorised by the Issuer, the Guarantor or the Joint Bookrunners.
Neither the Joint Bookrunners nor any of their respective affiliates have authorised the whole or any part of
this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to
the accuracy or completeness of the information contained in this Prospectus. Neither the delivery of this
Prospectus nor the offering, sale or delivery of any Security shall in any circumstances create any
implication that there has been no adverse change, or any event reasonably likely to involve any adverse
change, in the condition (financial or otherwise) of the Issuer or the Guarantor since the date of this
Prospectus.
This Prospectus does not constitute an offer of, or an invitation to subscribe for or purchase, any Securities.
The distribution of this Prospectus and the offering, sale and delivery of Securities in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer,
the Guarantor and the Joint Bookrunners to inform themselves about and to observe any such restrictions.
For a description of certain restrictions on offers, sales and deliveries of Securities and on distribution of this
Prospectus and other offering material relating to the Securities, see "Subscription and Sale".
In particular, the Securities have not been and will not be registered under the Securities Act and are subject
to United States tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or
delivered within the United States or to U.S. persons.
In this Prospectus, unless otherwise specified, references to a "Member State" are references to a Member
State of the European Economic Area, references to "U.S.$", and "U.S. dollar" are to United States dollars,
the lawful currency of the United States of America, references to "C$" are to Canadian dollars, the lawful
currency of Canada, references to "sterling", "pound sterling" or "£" are to the currency of the United
Kingdom and references to "EUR", "euro" or "" are to the currency introduced at the start of the third
stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No
974/98 of 3 May 1998 on the introduction of the euro, as amended.

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As used in this Prospectus, "Repsol", "Repsol Group" and "Group" mean Repsol, S.A. together with its
consolidated subsidiaries, unless otherwise specified or the context otherwise requires, and the "Guarantor"
refers to Repsol, S.A. only.
The Securities are securities which, because of their nature, are normally bought and traded by a limited
number of investors who are particularly knowledgeable in investment matters, and may not be a suitable
investment for all investors. Each potential investor in the Securities must determine the suitability of that
investment in light of its own circumstances. In particular, each potential investor should:
(i)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Securities and the impact the Securities will have
on its overall investment portfolio;
(ii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Securities, including where the currency for principal or interest payments is different from the
potential investor's currency;
(iii)
understand thoroughly the terms of the Securities and be familiar with the behaviour of any relevant
indices and financial markets; and
(iv)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone
investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an
understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not
invest in the Securities unless it has the knowledge and expertise (either alone or with a financial adviser) to
evaluate how the Securities will perform under changing conditions, the resulting effects on the value of the
Securities, and the impact this investment will have on the potential investor's overall investment portfolio.
Prior to making an investment decision, potential investors should consider carefully, in light of their own
financial circumstances and investment objectives, all the information contained in this Prospectus (as the
same may be supplemented) or incorporated by reference herein. Potential investors should not construe
anything in this Prospectus as legal, tax, business or financial advice. Each investor should consult with his
or her own advisers as to the legal, tax, business, financial and related aspects of a purchase of the Securities.
MIFID II PRODUCT GOVERNANCE TARGET MARKET
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Securities has led to the conclusion that: (i) the target market for the
Securities is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii)
all channels for distribution of the Securities to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Securities (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Securities (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels, subject to the distributor's suitability and
appropriateness obligations under MiFID II, as applicable.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET
UK MiFIR product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of
the Securities has led to the conclusion that: (i) the target market for the Securities is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional

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clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the
Securities to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Securities (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for undertaking its own target market assessment in respect of the Securities (by
either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area (the
"EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Securities or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS
The Securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms
part of domestic law by virtue of the EUWA. Consequently no key information document required by
the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Securities or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Securities or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
NO ACTIVE TRADING MARKET
The Securities are new securities which may not be widely distributed and for which there is currently no
active trading market. If the Securities are traded after their initial issuance, they may trade at a discount to
their initial offering price, depending upon prevailing interest rates, the market for similar securities, general
economic conditions and the financial condition of the Issuer and the Guarantor. Although applications have
been made to the Luxembourg Stock Exchange for the Securities to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the official list of the Luxembourg Stock
Exchange, there is no assurance that such applications will be accepted or that an active trading market will
develop. Accordingly, there is no assurance as to the development or liquidity of any trading market for the
Securities.
ALTERNATIVE PERFORMANCE MEASURES
The financial data incorporated by reference in this Prospectus, in addition to the conventional financial
performance measures established by International Financial Reporting Standards as adopted by the

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European Union ("IFRS-EU"), contains certain alternative performance measures (such as adjusted net
income, EBITDA, etc.) ("APMs") that are presented for the purposes of a better understanding of Repsol's
financial performance, cash flows and financial position, as these are used by Repsol when making
operational or strategic decisions for the Group. The relevant metrics are identified as APMs and
accompanied by an explanation of each such metric's components and calculation method in "Appendix I:
Alternative performance measures" to the "Consolidated Management Report 2020" and the "Consolidated
Management Report 2019", which are incorporated by reference in this Prospectus.
Such measures should not be considered as a substitute for those required by IFRS-EU.
FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements that reflect the Group's intentions, beliefs or current
expectations and projections about the Group's future results of operations, financial condition, liquidity,
performance, prospects, anticipated growth, strategies, plans, opportunities, trends and the markets in which
the Group operates or intends to operate. Forward-looking statements involve all matters that are not
historical fact. These and other forward-looking statements can be identified by the words "may", "will",
"would", "should", "expect", "intend", "estimate", "anticipate", "project", "future", "potential", "believe",
"seek", "plan", "aim", "objective", "goal", "strategy", "target", "continue" and similar expressions or their
negatives. These forward-looking statements are based on numerous assumptions regarding the Group's
present and future business and the environment in which the Group expects to operate in the future.
Forward-looking statements may be found in sections of this Prospectus entitled "Risk Factors" and
"Description of the Guarantor and the Group", in the consolidated management reports that are incorporated
by reference in this Prospectus (the "Consolidated Management Reports"), in the Strategic Plan for 2021-
2025 presented by the Group on 26 November 2020 (see "Description of the Guarantor and the Group--
Strategy") and elsewhere in this Prospectus.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions
and other factors that could cause the Group's actual results of operations, financial condition, liquidity,
performance, prospects, anticipated growth, strategies, plans or opportunities, as well as those of the markets
the Group serves or intends to serve, to differ materially from those expressed in, or suggested by, these
forward-looking statements.
Additional factors that could cause the Group's actual results, financial condition, liquidity, performance,
prospects, opportunities or achievements or industry results to differ include, but are not limited to, those
discussed under "Risk Factors".
In light of these risks, uncertainties and assumptions, the forward-looking events described in this Prospectus
may not occur. Additional risks that the Group may currently deem immaterial or that are not presently
known to the Group could also cause the forward-looking events discussed in this Prospectus not to occur.
Except as otherwise required by Dutch, Spanish, Luxembourg and other applicable securities laws and
regulations and by any applicable stock exchange regulations, the Group undertakes no obligation to update
publicly or revise publicly any forward-looking statements, whether as a result of new information, future
events, changed circumstances or any other reason after the date of this Prospectus. Given the uncertainty
inherent in forward-looking statements, prospective investors are cautioned not to place undue reliance on
these statements.
HYDROCARBON AND GAS RESERVES CAUTIONARY STATEMENT
Hydrocarbon and gas reserves and resource estimates are expressions of engineering and economic analysis
and interpretation based on knowledge, experience and industry practice. Estimates that were valid when
originally calculated may alter significantly when new information or techniques become available.
Additionally, reserve and resource estimates are imprecise and depend on interpretations, which may prove
to be inaccurate. As further information becomes available through additional drilling and analysis, the
estimates are likely to change. This may result in alterations to development and production plans which
may, in turn, adversely affect the Group's operations. See also "Risk Factors--Risk Factors that May Affect

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the Issuer's and the Guarantor's Ability to Fulfil Their Obligations under the Securities--Risks Related to
Repsol's Business Activities and Industry--Risks related to the Group's estimation of its oil and gas
reserves".
CERTAIN TECHNICAL TERMS
As used in this Prospectus:
"bbl" refers to barrels;
"bcf" means billion cubic feet;
"boe" refers to barrels of oil equivalent;
"/d" or "d" suffix means per day;
"k" prefix means thousand;
"mm" prefix means million; and
"scf" means standard cubic feet.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE SECURITIES, UNICREDIT BANK AG (THE
"STABILISATION MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILISATION
MANAGER)
MAY
OVER-ALLOT
SECURITIES
OR
EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION
ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE SECURITIES IS MADE AND, IF
BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF
30 DAYS AFTER THE ISSUE DATE OF THE SECURITIES AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE SECURITIES. ANY STABILISATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION MANAGER (OR PERSON(S)
ACTING ON BEHALF OF THE STABILISATION MANAGER) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.

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RISK FACTORS
Prospective investors should carefully consider all the information set forth in this Prospectus and any
documents incorporated by reference into this Prospectus, as well as their own personal circumstances,
before deciding to invest in any Securities. Prospective investors should have particular regard to, among
other matters, the considerations set out in this section of this Prospectus.
Each of the Issuer and the Guarantor believes that each of the following risk factors, many of which are
beyond the control of the Issuer and the Guarantor or are difficult to predict, may materially affect its
financial position and its ability to fulfil its obligations under the Securities.
Risk factors that are material for the purpose of assessing the market risks associated with the Securities are
also described below.
Those risk factors that the Issuer and the Guarantor believe are the most material as at the date of this
Prospectus have been presented first in each category. The order of presentation of the remaining risk
factors in each category is not intended to be an indication of the probability of their occurrence or of their
potential effect on the Issuer's or the Guarantor's ability to fulfil their obligations under the Securities.
Each of the Issuer and the Guarantor believes that the risk factors described below represent the principal
risk factors inherent in investing in the Securities, but the inability of the Issuer or the Guarantor to pay
interest, principal or other amounts on or in connection with any Securities may occur for other reasons,
which may not be considered significant risks by the Issuer and the Guarantor based on information
currently available to them or which they may not currently be able to anticipate.
Before making an investment decision with respect to any Securities, prospective investors should consult
their own stockbroker, bank manager, lawyer, accountant or other financial, legal and tax advisers and
carefully review the risks entailed by an investment in the Securities and consider such an investment
decision in the light of the prospective investor's personal circumstances.
Words and expressions defined in "Terms and Conditions of the Securities" shall have the same meanings in
this section.
(I) RISK FACTORS THAT MAY AFFECT THE ISSUER'S AND THE GUARANTOR'S ABILITY
TO FULFIL THEIR OBLIGATIONS UNDER THE SECURITIES
The risk factors set out below are applicable to the Issuer as a member of the Repsol Group, and the
Guarantor.
1.
RISKS RELATING TO CLIMATE CHANGE AND TO THE GROUP'S STRATEGY
Risks related to climate change.
Repsol is exposed to risks associated with climate change. These risks comprise both physical and so-called
transitional risks. Physical risks derive from the physical effects of climate change such as rise in
temperature, sea-level rise, changes in precipitation patterns, fluctuations in water levels or more frequent
occurrence of extreme temperatures, droughts or other extreme meteorological phenomena, such as cyclones
or hurricanes. These effects could adversely impact both Repsol's operations, assets and supply chains. So-
called transitional risks include changes in laws, regulations, policies, obligations, social attitudes and
customer preferences relating to the transition to a lower-carbon economy, which could adversely impact
Repsol's business and prospects. In addition, Repsol could be impacted by increased competition due to the
entry of new market participants with business models and product offerings based on low-carbon energy
sources.

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