Repsol amortizes 17.4 million euros in treasury shares and reduces its capital

The CEO of Repsol, Sociedad Anónima has agreed to the reduction of the company’s share capital by 17,375,862 euros, through the cancellation of 17,375,862 treasury shares with a nominal value of one euro each, acquired through the current buyback program. The decision is executed under the authorization of the general meeting and the delegation of the board, and is communicated in compliance with Article 319 of the Capital Companies Act in the Official Gazette of the Mercantile Registry (BORME) No. 210, of October 30, 2026, second section, pages 7133-7134, with the official reference BORME-C-2026-5752.

The board agreement and partial execution

The General Shareholders’ Meeting of Repsol, meeting in second call on May 14, 2026, approved in the eighth item of the agenda a capital reduction up to a maximum amount of 110,537,433 euros through the cancellation of treasury shares, delegating to the Board of Directors the power to execute it totally or partially, in one or several installments, within the year following the agreement or until the next ordinary meeting, whichever occurs first.

On July 22, 2026, the board agreed to partially execute that agreement and reduce the capital by the amount resulting from the cancellation of all treasury shares acquired in the buyback program aimed at all shareholders. The material execution corresponds to the CEO, who has set the reduction at 17,375,862 euros, according to the announcement signed in Madrid on October 26, 2026, by the secretary of the board, Pablo Blanco Pérez.

A buyback program of up to 500 million

The program fueling the operation has two explicit limits in the announcement:

• A maximum of 37,500,000 treasury shares.
• A maximum net investment of 500,000,000 euros.
• Launched by the CEO on July 31, 2026.

Following the cancellation, the share capital of the company is set at 1,072,230,472 euros, corresponding to 1,072,230,472 shares with a nominal value of one euro each. The stated purpose of the reduction is the cancellation of treasury shares, contributing to shareholder remuneration by increasing earnings per share.

No right of opposition for creditors

The operation has not involved the return of contributions, as the company itself is the holder of the cancelled shares. For the purposes of Article 335 c) of the Capital Companies Act, a reserve for cancelled capital has been created—specifically, from the voluntary reserves account—for an amount equal to the nominal value of the cancelled shares, namely 17,375,862 euros, which may only be used under the same requirements demanded for the reduction of share capital.

Consequently, and in accordance with that same provision, the company’s creditors shall not have the right of opposition under Article 334 of the Capital Companies Act in relation to this reduction.

Delisting of the amortized shares

Repsol will request the exclusion from trading of the amortized shares on the Stock Exchanges of Madrid, Barcelona, Bilbao, and Valencia, through the Stock Interconnection System (Continuous Market), as well as the cancellation of those same shares in the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Sole Shareholder Company) (IBERCLEAR). The announcement is also available on the company’s corporate website.

The operation directly affects the shareholders of one of the largest listed Spanish companies, who see the number of outstanding shares reduced and, therefore, the earnings per share increased, while the company keeps open the possibility of new partial executions of the shareholders’ meeting agreement up to the limit of 110,537,433 euros and within the delegation period.

Source: Official Gazette of the Mercantile Registry, no. 210, October 30, 2026, second section, pp. 7133-7134 (official reference: BORME-C-2026-5752).