Repsol SA: Activity report of the Audit and Control Committee 2021


Translation from the original in Spanish.

In case of discrepancy, the Spanish version prevails.

AVERIFICATION AND VSCONTROL VSCOMMITTEE

FROM BEDGE DDIRECTORS OF REPSOL, S.A.

AACTIVITY RPORT FOR THE 2021 FISCAL YesHEAR _____________________________________

JABLE TO VSSUMMARY

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Translation from the original in Spanish.

In case of discrepancy, the Spanish version prevails.

1.BCONTEXT

The Audit and Control Committee of the Board of Directors of Repsol, SA was set up by the Board at its meeting of February 27, 1995, in accordance with international best practices.

Although recognized by the report “Olivencia” (1998)1 and the “Aldama” report (2003), the constitution of this type of committee within the board of directors of listed companies, was not mandatory in this country until November 23, when Law 44/2002 on the measures to reform the financial system, of November 22, entered into force.

Currently, Article 34 of the Regulations of the Board of Directors of Repsol, SA establishes the structure, operation and scope of activity of the Audit and Control Committee.

In accordance with the provisions of these Rules, the Committee is an internal body of the Board of Directors with the duties of monitoring, information, advice and proposal, as well as the other duties assigned to it by law, the Articles of Association or the Rules of the Board of Directors.

The main function of the committee is to assist the Board of Directors in its supervisory duties, by controlling and evaluating the preparation of economic, financial and non-financial information, the effectiveness of its controls executives, oversight of Internal Audit and the independence of the Statutory Auditor, as well as verifying compliance with all internal legal and regulatory provisions applicable to the company. Similarly, the Committee has the power to submit to the Board of Directors, for its subsequent submission to the General Meeting, the draft agreement on the appointment of the Statutory Auditors, the renewal or termination of their term of office, and the manner in which it must be kept.

Since its creation, and until December 31, 2021, the Audit and Control Committee of the Board of Directors met two hundred and twenty-four times (the last – over this period – on December 14, 2021).

1 The Governance of Listed Companies” prepared by the Special Commission for the Study of the Code of Ethics for the Boards of Directors of companies

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Translation from the original in Spanish.

In case of discrepancy, the Spanish version prevails.

2.COMPOSITION

Both the Articles of Association and the Rules of the Board of Directors provide that the Audit and Control Committee will be composed of at least three members, all the members of the Committee having to be Independent Outside Directors.

Similarly, and in order to ensure the best accomplishment of its mission, the Rules of the Board of Directors provide that the members of this Committee, and in particular its Chairman, will be appointed taking into account their skills and experience in accounting matters. , audit and/or risk management, both financial and non-financial. In addition, at least one of its members must have experience in business or risk management and knowledge of accounting procedures and, in any event, some of its members must have such financial experience as may be required by the regulatory authorities of the stock markets where the Company’s shares or securities are listed.

The Committee appoints its Chairman from among its members, while the Secretary of the Committee will be the Secretary of the Board of Directors.

The members of the Audit and Control Committee serve a term of four years from their appointment, and they are eligible for re-election after this term, with the exception of its Chairman, who may only be re-elected after one year. after their resignation, without prejudice to their retention or re-election as a member of the Committee.

During the 2021 financial year, the composition of the Audit and Control Committee was as follows:

date of the firstPosition

Members

Type

meet as

DirectorPresidentMrs. Isabel Torremocha FerrezueloIndependent External

19-05-2017

Member MemberMrs. Maite Ballester Fornes 1 Ms. Aurora Catá Sala 2

Independent External

19-05-2017

Member

Ms Teresa García-Milá Lloveras

Independent External

31-05-2019

MemberMrs. Carmina Ganyet i CireraIndependent External

11-05-2018

  • 1 Ms. Ballester completed her term as director and member of the Audit and Control Committee on March 26, 2021.

  • 2 Ms. Catá was appointed member of the Audit and Control Committee on March 26, 2021

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Translation from the original in Spanish.

In case of discrepancy, the Spanish version prevails.

During the 2021 financial year, all the members of the Audit and Control Committee had the status of “External Independent Directors”, in accordance with the requirements set by the Rules of the Board of Directors and were appointed because of their recognized personal and professional qualities. professional prestige as well as their experience and know-how for the performance of their duties.

The professional profiles of the current members of the Committee are as follows:

ISABEL TORREMOCHA FERREZUELO

Independent non-executive director

Ms. Torremocha was appointed Director of Repsol by the General Meeting of Shareholders of May 19, 2017 and re-elected by the General Meeting of Shareholders of March 26, 2021.

Education: Graduated in Chemical Sciences from the Universidad Autónoma de Madrid. Plastics and Rubber Postgraduate Specialization Course with the Spanish National Research Council (CSIC), Leadership Program at ISD Business School, Management Development Program at IESE Business School and Corporate Finance at IE Business School.

Experience: Ms. Torremocha began her professional career at Philips Iberia, joining Andersen Consulting (now Accenture) in 1991, where she developed her career in the telecommunications, media and high technology sector. She was general manager Officer at Accenture and member of the Board of Accenture España.

During her last stint at Accenture, as Director of Transformation Opportunities, Ms. Torremocha led the creation and development of opportunities related to strategic transformations in the areas of information technology, process outsourcing business and digital transformation in Spain, Portugal and Africa.

Previously, she held international positions, the most relevant being that of Chief Director of Operations and member of the Executive Committee Europe, Africa and Latin America

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Translation from the original in Spanish.

In case of discrepancy, the Spanish version prevails.

America, in charge of implementing the commercial strategy in these geographical areas.

She was also responsible for diversity and equality within the Telecommunications, Media and High Technologies division for Europe, Africa and Latin America, defining the accelerating the number of professional women in management positions and in succession plans. In addition, in 2018 and 2019, she was a collaborator and mentor in the Start-Ups accelerator “Atelier by ISEM” of the University of Navarre.

Other relevant appointments: She currently holds the position of director and member of the Nomination and Remuneration and Audit and Control Committees of Indra Sistemas, SA She is also Director and President of the Nomination Committee of the “Plan Internacional” Foundation, member of the Strategic Council of the CEIT Technological Center, member of the Institute of Directors and Administrators (ICA) and member of the Spanish Association of Executives (AED).

Board Committees to which she belongs: Chairwoman of the Audit and Control Committee and member of the Sustainable Development Committee.

AURORA CATÁ SALA

Independent non-executive director

Ms. Catá was appointed Director of Repsol at the General Meeting of Shareholders on March 26, 2021.

Education: She holds a bachelor’s degree in industrial engineering from the University Politécnica de Cataluña as well as an MBA and PADE from IESE. She also completed the Massachusetts Institute of Technology (MIT) Mentorship Program.

Experience: She began her professional career in the financial sector, first at Bank of America and then as CFO at Nissan Motor Ibérica, where she led major capital market operations. Subsequently, she took over the general management of RTVE in Catalonia and later held the position of CEO of Planeta 2010, a company bringing together the audiovisual activities of the Group, which was fundamental in its growth and diversification strategy. After that, and having also been a founding partner of the start-up Content Arena, she became General Manager of Audiovisual Media at Recoletos Grupo de Comunicación, where she led the

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