Obligation Repsol Eurofinance 0.375% ( XS2361358299 ) en EUR

Repsol Eurofinance

100 % ▲

Espagne

XS2361358299 ( en EUR )

0.375% par an ( paiement annuel )

06/07/2029 - Obligation échue

Prospectus brochure de l'obligation Repsol Europe Finance XS2361358299 en EUR 0.375%, échue

100 000 EUR

650 000 000 EUR

Repsol Europe Finance est la filiale financière de Repsol, gérant les activités financières du groupe pétrolier espagnol en Europe.

L'Obligation émise par Repsol Eurofinance ( Espagne ) , en EUR, avec le code ISIN XS2361358299, paye un coupon de 0.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/07/2029

BASE PROSPECTUS

REPSOL EUROPE FINANCE
(Formerly TE Holding S.A R.L.; a private company with limited liability (société à responsabilité limitée) incorporated under the laws of the Grand
Duchy of Luxembourg and having its statutory seat in the Grand Duchy of Luxembourg)
and
REPSOL INTERNATIONAL FINANCE B.V.
(A private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands
and having its statutory seat in The Hague)
EURO 10,000,000,000
Guaranteed Euro Medium Term Note Programme
Guaranteed by
REPSOL, S.A.
(A sociedad anónima organised under the laws of the Kingdom of Spain)
On 5 October 2001, Repsol International Finance B.V. and Repsol, S.A. entered into a euro 5,000,000,000 Guaranteed Euro Medium Term Note Programme
(the Programme) and issued a base prospectus in respect thereof. The maximum amount of the Programme was increased from euro 5,000,000,000 to euro
10,000,000,000 on 2 February 2007. Further base prospectuses describing the Programme were issued on 21 October 2002, 4 November 2003, 10 November
2004, 2 February 2007, 28 October 2008, 23 October 2009, 25 October 2010, 27 October 2011, 25 October 2012, 17 October 2013, 30 May 2014, 22 September
2015, 26 September 2016, 30 May 2017, 2 October 2018, 4 April 2019, 3 April 2020 and 7 May 2021. On 7 May 2021, Repsol Europe Finance acceded to the
Programme as an additional issuer. On the date hereof, the Programme has been updated. Any Notes (as defined below) to be issued on or after the date hereof
under the Programme are issued subject to the provisions set out herein, save that Notes which are to be consolidated and form a single series with Notes issued
prior to the date hereof will be issued subject to the terms and conditions of the Notes applicable on the date of issue for the first tranche of Notes of such series.
Subject as aforesaid, this does not affect any Notes issued prior to the date hereof.
Under the Programme, Repsol Europe Finance (REF) and Repsol International Finance B.V. (RIF, and together with REF, the Issuers and each an Issuer),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue Guaranteed Euro Medium Term Notes guaranteed by
Repsol, S.A. (the Guarantor) (the Notes). The aggregate nominal amount of Notes outstanding will not at any time exceed euro 10,000,000,000 (or the
equivalent in other currencies), subject to increase as provided herein. Notes issued under the Programme will be unconditionally and irrevocably guaranteed
by the Guarantor.
This Base Prospectus (together with any supplements thereto) constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 1129/2017, as
amended or superseded (the Prospectus Regulation). This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the
CSSF) as competent authority for the purposes of the Prospectus Regulation. Pursuant to article 6(4) of the Luxembourg Law dated 16 July 2019 relating to
prospectuses for securities (the Luxembourg Act), by approving this prospectus, the CSSF gives no undertaking as to the economic and financial soundness
of Notes to be issued hereunder or the quality or solvency of the Issuers. The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuers or the
quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes.
For the purposes of the Transparency Directive 2004/109/EC, each Issuer has selected Luxembourg as its `home member state'. The `home member state' of
the Guarantor for such purposes is Spain.
Application has also been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to trading on the Luxembourg
Stock Exchange's regulated market (which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended
(MiFID II)) and to be listed on the official list of the Luxembourg Stock Exchange. Application may also be made for such Notes to be listed and admitted to
trading on such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the relevant Issuer and the Guarantor.
Unlisted Notes may also be issued pursuant to the Programme. According to the Luxembourg Act, the CSSF is not competent for approving prospectuses for
the listing of money market instruments having a maturity at issue of less than 12 months and complying with the definition of securities.
This Base Prospectus is valid for 12 months from 13 May 2022 (i.e., until 13 May 2023) in relation to Notes which are to be admitted to trading on a
regulated market in the European Economic Area (the EEA) and/or offered to the public in the EEA other than in circumstances where an exemption
is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The obligation to supplement this Base Prospectus in the event of a significant
new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated market in the
EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus
Regulation.
Notice of the aggregate amount of the Notes, interest (if any) payable in respect of the Notes and the issue price of the Notes, which are applicable to each
Tranche (as defined in "General Description of the Programme" below) of Notes will be set out in the relevant Final Terms (as defined in "General Description
of the Programme" below). Such Final Terms will also specify whether or not such Notes will be listed on the official list of the Luxembourg Stock Exchange
(or any other market) and admitted to trading on the regulated market thereof (or any such other market).
The Notes and the Guarantee (as defined below) will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) and the
Notes may not be offered or sold in the United States of America (the United States or U.S.) or to U.S. persons or for the account or benefit of a U.S. person
(as such term is defined in Regulation S of the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

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Each Series (as defined in "General Description of the Programme" below) of Notes will be represented on issue by a temporary global note in bearer form (each
a Temporary Global Note) or a permanent global note in bearer form (each a Permanent Global Note and together with the Temporary Global Note, the Global
Notes). If the Global Notes are stated in the applicable Final Terms to be issued in new global note (NGN) form, the relevant clearing systems will be notified
whether or not such Global Notes are intended to be held in a manner which would allow Eurosystem eligibility and, if so, will be delivered on or prior to the
original issue date of the Tranche (as defined in "General Description of the Programme" below) to a common safekeeper (the Common Safekeeper) for Euroclear
Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg).
Global Notes that are not issued in NGN form (Classic Global Notes or CGNs) may (or, in the case of Notes listed on the official list of the Luxembourg Stock
Exchange, will) be deposited on the issue date of the Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the Common
Depositary). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Overview of
Provisions Relating to the Notes while in Global Form" below.
As at the date of this Base Prospectus the Guarantor is rated BBB by S&P Global Ratings Europe Limited and Fitch Ratings Ireland Limited, respectively and
Baa2 by Moody's Deutschland GmbH. Each of S&P Global Ratings Europe Limited, Fitch Ratings Ireland Limited and Moody's Deutschland GmbH is
established in the European Union and registered under Regulation (EU) No 1060/2009 (as amended) on credit rating agencies (the CRA Regulation). Tranches
of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in the relevant Final Terms. A
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. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European
Union (the EU) and registered under the CRA will be disclosed in the relevant Final Terms. A list of rating agencies registered under the CRA Regulation can
be found at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" below.
___________________________________

Arranger

BofA Securities

Dealers

BBVA
Deutsche Bank
MUFG
Barclays
Goldman Sachs Bank Europe SE
Natixis
BNP PARIBAS
HSBC
Santander Corporate & Investment Banking
BofA Securities
IMI Intesa Sanpaolo
Société Générale Corporate & Investment Banking
CaixaBank
J.P. Morgan
Standard Chartered Bank AG
Citigroup
Mediobanca
UBS Investment Bank
Credit Agricole CIB
Mizuho Securities
UniCredit
Credit Suisse
Morgan Stanley

The date of this Base Prospectus is 13 May 2022.

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TABLE OF CONTENTS
PAGE
IMPORTANT NOTICES .............................................................................................................................. 1
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................ 7
RISK FACTORS ......................................................................................................................................... 14
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................. 37
USE OF PROCEEDS .................................................................................................................................. 45
THE GROUP'S TRANSITION FINANCING FRAMEWORK ................................................................. 46
DESCRIPTION OF REPSOL INTERNATIONAL FINANCE B.V. ......................................................... 50
DESCRIPTION OF REPSOL EUROPE FINANCE ................................................................................... 52
DESCRIPTION OF THE GUARANTOR AND THE GROUP .................................................................. 53
TAXATION ................................................................................................................................................. 73
SUBSCRIPTION AND SALE .................................................................................................................... 82
TERMS AND CONDITIONS OF THE NOTES ........................................................................................ 89
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............. 129
FORM OF FINAL TERMS ....................................................................................................................... 134
GENERAL INFORMATION .................................................................................................................... 149

-iii-

IMPORTANT NOTICES
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base
Prospectus. To the best of the knowledge of each of the Issuers and the Guarantor, the information contained
in this Base Prospectus is in accordance with the facts and that this Base Prospectus contains no omissions
likely to affect its import.
The language of this Base 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.
In this Base Prospectus, Repsol, the Repsol Group, the Group and the Company refers to 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.
References herein to Conditions are to the "Terms and Conditions of Notes" as they apply to Notes issued
by either Repsol Europe Finance or Repsol International Finance B.V., as the case may be, and references to
a numbered Condition shal be construed accordingly.
This Base Prospectus is to be read in conjunction with all the documents that are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below). Any websites included in this Base
Prospectus are for information purposes only and do not form part of the Base Prospectus.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuers, the
Guarantor or any of the Dealers or the Arranger (each as defined in "General Description of the
Programme"). Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall,
under any circumstances, create any implication that there has been no change in the affairs of the Issuers,
the Guarantor or Repsol since the date hereof or the date upon which this Base Prospectus has been most
recently supplemented or that there has been no adverse change in the financial position of the Issuers, the
Guarantor or Repsol since the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that any other information supplied in connection with the Programme is correct as of any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus or any Final Terms comes are required
by the Issuers, the Guarantor, the Dealers and the Arranger to inform themselves about and to observe any
such restriction. The Notes have not been and will not be registered under the United States (U.S.) Securities
Act and include Notes in bearer form that are subject to U.S. tax law requirements. The Notes are being
offered and sold by the Dealers outside the United States to non-U.S. persons in accordance with
Regulation S of the Securities Act. Subject to certain exceptions, Notes may not be offered, sold or delivered
within the U.S. or to U.S. persons. For a description of certain restrictions on offers and sales of Notes and
on the distribution of this Base Prospectus, see "Subscription and Sale" below.
This Base Prospectus may only be used for the purposes for which it has been published.
To the fullest extent permitted by law, none of the Issuing and Paying Agent, the Paying Agents or the
Calculation Agent (together, the Agents), the Dealers, the Arranger or the Trustee accepts any responsibility
for the contents of this Base Prospectus or for any other statement made or purported to be made by the
Arranger, the Trustee, the Agents or a Dealer or on its behalf in connection with the Issuers, the Guarantor,
or the issue and offering of the Notes. The Arranger, the Agents, the Trustee and each Dealer accordingly
disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above)
which it might otherwise have in respect of this Base Prospectus or any such statement. Neither this Base

Prospectus nor any financial statements are intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation, offer or invitation by any of the Issuers, the Guarantor,
the Trustee, the Agents, the Dealers or the Arranger to any recipient of this Base Prospectus or any financial
statements to subscribe for or purchase the Notes. Each potential purchaser of Notes should determine for
itself the relevance of the information contained in this Base Prospectus and its purchase of Notes should be
based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to
review the financial position or affairs of the Issuers or the Guarantor during the life of the arrangements
contemplated by this Base Prospectus nor to advise any investor or potential investor in the Notes of any
information coming to the attention of any of the Dealers or the Arranger.
None of the Issuers nor the Arranger nor the Dealers is responsible for any third party social, environmental
and sustainability assessment of the Notes. The Notes may not satisfy an investor's requirements or any future
legal or industry standards for investment in assets with sustainability characteristics. Investors should
conduct their own assessment of the Notes from a sustainability perspective. Investors should note that the
net proceeds of the issue of the Notes will be used for general corporate purposes, unless otherwise specified
in the relevant Final Terms.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising
Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) may over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf
of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche of Notes
is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
issue date of the Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s)
(or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, a reference to a law or
a provision of a law is a reference to that law or provision as amended or re-enacted.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to U.S.$ and
U.S. dollars are to the lawful currency/units of currency of the United States; references to £ or Sterling are
to the lawful currency for the time being of the United Kingdom; and references to and euro are to the
single currency introduced at the start of the third stage of the European Economic and Monetary Union
pursuant to the Treaty on the Functioning of the European Union, as amended.
FORWARD-LOOKING STATEMENTS
This Base 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 Base Prospectus entitled "Risk Factors", "Description of
the Guarantor and the Group", in the consolidated management reports that are incorporated by reference in
this Base 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 Base 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 position, liquidity,

Page 2

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 position, 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 Base
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 Base 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 Base 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, by their very nature, reserve and resource estimates are imprecise and depend to some extent
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 the Issuers' and the Guarantor's Ability to Fulfil Their
Obligations under The Notes--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 Base Prospectus:
"boe" refers to barrels of oil equivalent;
"boed" means barrels of oil equivalent per day;
"k" prefix means thousand;
"m" prefix means million;
"/d" or "d" suffix means per day; and
"scf" means standard cubic feet.
SUPPLEMENTS TO THE BASE PROSPECTUS
If at any time, one or both of the Issuers shall be required to prepare a supplement to this Base Prospectus
pursuant to the Luxembourg Act, the relevant Issuer or the Issuers, as the case may be, shall prepare and
make available an appropriate supplement to this Base Prospectus or a further base prospectus, which, in
respect of any subsequent issue of Notes to be listed on the official list of the Luxembourg Stock Exchange
and admitted to trading on the Luxembourg Stock Exchange's regulated market, shall constitute a
Supplement to the Base Prospectus, as required by the Luxembourg Act. The obligation to supplement this

Page 3

Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not
apply when this Base Prospectus is no longer valid.
ALTERNATIVE PERFORMANCE MEASURES
The financial data incorporated by reference in this Base Prospectus, in addition to the conventional financial
performance measures established by International Financial Reporting Standards as adopted by the
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 II:
Alternative performance measures" to the "Consolidated Management Report 2021" and in "Appendix I:
Alternative performance measures" to the "Consolidated Management Report 2020", which are incorporated
by reference in this Base Prospectus.
Such measures should not be considered as a substitute for those required by IFRS-EU, are not accounting
measures within the scope of IFRS-EU and may not be permitted to appear on the face of primary financial
statements or footnotes thereto. These APMs may not be comparable to similarly titled measures of other
companies. Neither the assumptions underlying the APMs have been audited in accordance with IFRS-EU
or any general y accepted accounting standards. In evaluating the APMs, investors should carefully consider
the financial statements incorporated by reference in this Base Prospectus. Although certain of this data has
been extracted or derived from the financial statements incorporated by reference in this Base Prospectus,
this data has not been audited or reviewed by the independent auditors.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes 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 (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 Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97, as
amended (the Insurance Distribution Directive), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Regulation. Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
MIFID II product governance / professional investors and ECPs only target market The Final Terms
in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should
take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.

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PROHIBITION OF SALES TO UK RETAIL INVESTORS
The Notes 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 (the 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, as amended (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; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms
part of domestic law by virtue of the EUWA (the UK Prospectus Regulation). 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 Notes or otherwise making them available
to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR product governance / professional investors and ECPs only target market The Final Terms
in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline
the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should
take into consideration the 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 Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes,
but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer
for the purpose of the UK MIFIR Product Governance Rules.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES
ACT 2001 OF SINGAPORE
Unless otherwise stated at the time of the relevant issue of Notes, all Notes issued or to be issued under the
Programme shall be prescribed capital markets products/capital markets products other than prescribed
capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the CMP Regulations 2018)) and Excluded Investment Products/Specified Investment
Products (as defined in the Monetary Authority of Singapore (the MAS) Notice SFA 04-N12: Notice on the
Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1)
of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide
a purchaser with remedies for rescission or damages if this Base Prospectus (including any amendment
thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or
territory. The purchaser should refer to any applicable provisions of the securities legislation of the

Page 5

purchaser's province or territory for particulars of these rights or consult with a legal adviser. Pursuant to
section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian
jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Dealers
are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of
interest in connection with any Notes issued under the Programme.
LEGAL INVESTMENT CONSIDERATIONS
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent (i) Notes are legal investments for it, (ii) Notes can be used as collateral for
various types of borrowing, and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should also consult their legal advisers or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
BENCHMARK REGULATION
Amounts payable under the Notes may be calculated by reference inter alia, to the Euro Interbank Offered
Rate (EURIBOR) or the Sterling Overnight Index Average (SONIA).
As at the date of this Base Prospectus, the administrator of SONIA does not appear on the register of
administrators and benchmarks established and maintained by the European Securities and Markets
Authority (ESMA) pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the
BMR), while the administrator of EURIBOR (European Money Market Institute) does appear on such
register. As far as the Issuers and the Guarantor are aware, SONIA does not fall within the scope of the BMR
by virtue of Article 2 of the BMR.

Page 6

GENERAL DESCRIPTION OF THE PROGRAMME
Issuers:
Repsol Europe Finance and Repsol International Finance B.V.
Legal Entity Identifier (LEI) for
222100TAWUOMRM7NNG09
Repsol Europe Finance:
Legal Entity Identifier (LEI) for
5493002YCY6HTK0OUR29
Repsol International Finance
B.V.:
Guarantor:
Repsol, S.A.
Legal Entity Identifier (LEI) for
BSYCX13Y0NOTV14V9N85
Repsol, S.A.:
Description:
Guaranteed Euro Medium Term Note Programme
Size:
Up to 10,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate nominal amount of Notes outstanding at
any one time. The Issuers may increase the size of the Programme
in accordance with the terms of the Dealer Agreement (as defined
in the section entitled "Subscription and Sale" below).
Arranger:
BofA Securities Europe SA
Dealers:
Banco Bilbao Vizcaya Argentaria, S.A.

Banco Santander, S.A.

Barclays Bank Ireland PLC
BNP Paribas
BofA Securities Europe SA
CaixaBank, S.A.

Citigroup Global Markets Europe AG
Citigroup Global Markets Limited
Crédit Agricole Corporate and Investment Bank
Credit Suisse Bank (Europe), S.A.
Credit Suisse International

Deutsche Bank Aktiengesellschaft

Goldman Sachs Bank Europe SE
HSBC Continental Europe

Intesa Sanpaolo S.p.A.
J.P. Morgan SE

Page 7