Angel Bautista – Director, IR Miguel Martínez – CFO

Oswald Clint – Sanford C. Bernstein Flora Trindade – BPI Jason Kenney – Santander Filipe Rosa Espirito – Santo Investment Bank Theepan Jothilingam – Nomura Hootan Yazhari – Bank of America/Merrill Lynch Thomas Adolff – Credit Suisse

Good day ladies and gentlemen. This is Angel Bautista, Director of Investor Relations in Repsol. On behalf of our company, I would like to thank you for taking the time to attend this conference on Repsol’s third quarter results. This presentation will be conducted by Mr. Miguel Martínez, CFO. Other members of the executive committee will be joining us as well. Before we start, I invite you to read our disclaimer note. We may make forward-looking statements, which are identified by the use of words such as will, expect, and similar phrases. Present results may differ materially, depending on a number of factors, as indicated on the slide. And I now hand the conference over to Miguel. Miguel Martínez: Thanks Angel, and good day ladies and gentlemen. In today’s conference call, we will cover two topics: first, the quarterly results; and second, the operational activity during the quarter. Starting with the results. In this quarter, the results were affected by a tough environment due to three factors: disruptions in Libya; weak international refining margins; and the dollar depreciation. As a consequence, we obtained a CCS adjusted net income of EUR 387 million, 22% lower year-on-year; and a CCS adjusted operating income of EUR 840 million, 33% lower than in the same quarter last year. In the first nine months of the year, CCS adjusted net income amounted to EUR 1.6 billion, 9% higher year-on-year; and a CCS adjusted operating income of EUR 3.1 billion, 4% lower than in the first months of 2012. In Upstream, the adjusted operating income during the third quarter of 2013 was EUR 400 million, 37% lower than in the same quarter last year, mainly due to the disruptions in Libya. Repsol’s crude realization prices had a better performance on Brent year-on-year, due to higher volumes in Brazil and in the U.S. Gas realization prices increased year-on-year, due to the sales volume mix, positively impacted by the increase of the Henry Hub and Brent. These two price effects had a positive impact of EUR 47 million. We suffered a negative effect of EUR 118 million in operating income compared to the same period last year, as a result of the sales volume reduction in Libya. Exploration costs were in line this quarter compared to the same period last year. Higher D&A and geology costs were compensated by lower costs of the dry wells. The increase in depreciation charges and in operating cost of the new projects is still ramping up together with increased maintenance cost and the absence of the revenue that we booked last year for the lease of the Scarabeo-9 rig had a total negative impact of EUR 140 million. Other minor items, such as exchange rate, explain the remaining differences. Moving on to LNG, adjusted operating income in the third quarter of 2013 was EUR 129 million versus a EUR 189 million posted during the same quarter last year. Because of the increase in the number of the cargo sold to Manzanillo, which are linked to Henry Hub prices. In the Downstream business, adjusted CCS operating income in the second quarter (sic) [third quarter] of 2013 was EUR 143 million, 53% down year-on-year. In the refining business, were able to run our conversion units at full capacity, even though we continue suffering weak margins in Europe. The decrease in margins year-on-year was mainly due to narrower international policy of spreads versus Brent, partially offset by the wider light heavy crude spread. The CCS refining margin in the quarter reached $3.3 per barrel. The decrease in refining margins costs a negative impact of EUE 163 million. In the chemicals division, a better environment in prices and higher volumes had a positive impact of EUR 20 million. Turning now to the commercial businesses, we’d like to highlight that we are seeing a change in the trend in the marketing division as overall sales volumes in same increased by nearly 4% compared to the same period of last year, due to a 21% increase in wholesale volumes together with a 3% decrease in the service stations sales. This increase in volumes could not completely offset the lower margins in both, the marketing and LPG businesses, with a total negative effect of EUR 20 million. In Gas Natural Fenosa, adjusted operating income during the third quarter was EUR 223 million, in line with the same period of last year. The effective corporate tax rate in the third quarter of 2013 was 43%. In relation with YPF, more than 18 months since the illegal expropriation of our controlling interest in such company, we have not been compensated. Despite the publicly stated willingness of the company to find a negotiating path with the Argentinean government, in order to negotiate a fair solution to our dispute and the efforts that we have devoted with this purpose, there is no particular progress to report on this front. We will continue with this effort, but meanwhile, we’ll keep on pursuing all available legal options to protect Repsol and our shareholders interest. Let us continue with the operational activities of our main businesses. In the Upstream division in the first nine months of the year, production increased more than 8%. With Libya at normal levels, our net production would have increased by 10% compared with the same period of last year, in line with our previous estimate. Let us remind that even though we are having some temporary production disruptions in Libya, incidents are being solved with our major long term impacts offer. During the third quarter, the production of hydrocarbons reached an average of 344,000 barrels of oil equivalent per day, a 1% increase compared to the third quarter of 2012. Throughout the quarter, we suffered disruptions of our production in Libya due to the shutdown by activist groups of the pipeline that transfer the crude oil to the Hariga [ph] export terminal. The effect of the disruptions in the quarter was that production fell by 20,000 barrels of oil per day. We maintain committed and confident to achieve our expected 7% compound annual production growth rate between 2012 and 2016. In Peru, we are in the process of closing the commercial contracts needed to replace the gas reserves from Block 88 in Camisea, as a guarantee for the Peru LNG export facility, with those from Kinteroni in Block 57. In Bolivia, the second phase of the Margarita-Huacaya project came on stream, on budget and one month ahead of schedule. The project will add 5,000 barrels of oil equivalent per day to our production. The potential of Margarita and Huacaya field is huge. And we’re expecting to consider a third phase that could be executed in a short time frame, to deliver upto 18 million cubic meters per day by 2016, provided that the additional commercialization volumes can be secured. In Brazil, current production from the first well of the Sapinhoa field is above the initial expectations at around 30,000 barrels of oil equivalent per day. If the productivity of the wells follows this pattern, we will only need four wells instead of the initial estimate of five, in order to fulfill the total capacity of the first FPSO of 120,000 barrels of oil equivalent per day. Due to the adverse weather conditions, we had a delay in installing the multiple buoy system. We expect to connect the next well to the FPSO in Sapinhoa in February and at least two more wells during the first half of 2014. This delay will have only a minor impact, taking into consideration that we expect to connect the second and third well in October and November respectively. The second FPSO Cidade de Ilhabela is expected to arrive on time in the second half of 2014. Moving on to Carioca, a new well has proven the prospectivity of the southwest flank. Furthermore, last week, a letter of intent to charter an FPSO for a period of 20 years was signed, expected to start producing in the second half of 2016 this platform will have a processing capacity of upto 100,000 barrels of oil per day and 5 million cubic meters per day of natural gas. In Campos 33, the Ocean Mylos rig arrived to the drilling location and will be prepared to spud the first well in the coming days. This rig has been contracted for a three year period and can be extended by one or two additional years if needed. It will start drilling in set where we see potential upside in the addition of contingent resources and will continue in Pão de Açúcar which is the first target for the environment being the biggest structure in the block. In Trinidad and Tobago, the government has announced a proposal of fiscal improvements including carry forward of unused tax credits and increased capital allowances for exploration and development, CapEx that will be applied from January 2014 on. If it’s approved by the parliament, this and previous measures taken by the government are promoting investments in mature fields, thus Repsol is being in two the jack-ups TSP oilfield for in-fill drilling and exploratory wells starting next month. Let us now cover our 2013 exploratory activity. During the first nine months of the year, 10 out of the 20 exploratory wells found hydrocarbons. These good results allow us to achieve the resource addition target that we have in our strategic plan. We announced recently our related discovery which corresponds to a high quality oil well in Libya, very closed to our producing assets in the Murzuq basin. On the higher risk portion of our portfolio, we are currently drilling in offshore Eastern Canada, the Margarita well; and in Nicaragua, the Paraiso well. On the lower risk portion, we are currently drilling the second appraisal of our discovery in Buckskin in Gulf of Mexico; we are drilling another well in the block NC115 in Libya; and we just started drilling our first well in Kurdistan, CV1. During the fourth quarter, we also start exploratory activities in the following prospects: the operated Leon prospect in Gulf of Mexico; in Alaska, we will conduct our winter campaign with two operational wells of group five and seven, and another exploratory well called Tutu. [ph] In relation to the exploration acreage, during 2013, we have been acquiring further acreage to secure a substantial future growth. We have strengthened our portfolio this year by acquiring more acreage in OECD countries like Canada, U.S. and Norway, extending our exposure to carbonates, following the in [Indiscernible] Aruba, Colombia and Nicaragua, and increasing our exposure in West Africa where we were the highest bidders of the offshore block E13 in Gabon where the formal approval – where the formal award is still pending. Turning now to M&A in the LNG business, we would like to mention that the sale process to Shell continues progressing as expected, in line with the estimated timetable for completion. Finally in Peru and regarding the potential divestment of our downstream assets, the final binding offers have not fulfilled our expectations. So, we have ended the sale process. In summary, the tough environment affected the quarterly results, mainly due to three factors: the disruptions in Libya; the weak international refining margins; and the dollar depreciation. Notwithstanding these factors in the quarter, we were able to release a resilient set of results on accumulated basis with a 9% increase in our CCS adjusted net income. I will now be pleased to answer any questions you may wish to put forward.

We have enabled a tab in the webcast in order to post questions in the event there are connection problems on the call. You may identify it by a tab called, ask a question. We will address these questions at the end.

Good morning, the Q&A session starts now. (Operator Instructions) Thank you.

Well, our first question will come from Oswald Clint from Sanford C. Bernstein. Hello Oswald. Please go ahead with your questions. Oswald Clint – Sanford C. Bernstein: Hello. Yeah, thank you very much. And maybe just on Sapinhoa, could you remind us or tell us at which would you make that decision not to drill and hookup the fifth well required for that FPSO and what would be the net CapEx say for Repsol under that decision? Secondly, I’d like to ask about the Downstream, I – your comments about utilization levels were meaning healthy. I know that you’ll export surplus products into sort of South America, Africa, but I wondered are you seeing any competition from U.S. exports of products of gasoline and diesel. And then thirdly, just finally quickly asking about Russia. You have some production there, it is set to grow. There have been some decreases in mineral extraction tax in that area. Is any of that applicable to your Russian production assets? Thank you.

Oswald, please, could you repeat the first question about Sapinhoa, because we haven’t understood it? Oswald Clint – Sanford C. Bernstein: Yes, sorry. I was asking about – your comments about the fifth well that you may – if the wells keep producing a 30,000 barrels per day, you may only need four wells, rather than the planned five. At what point would you make that decision only to go ahead with four wells and not use five? Miguel Martínez: Okay. Thanks Oswald for your questions. First, in relation with the fifth well and the decision will be taken by the whole group and it’s going to depend much on how the other three wells behave. I mean if they follow the same path, the one we have drilled, which is producing 30,000 barrels, we will cover the full capacity of the FPSO simply before. So, it’s still pending, I’d say on how the next wells will behave. In relation with the third one, Russia production is not falling, I mean it’s quite steady and is slightly growing. And tax talking is flat as far as I know. But if we have any extra – any extra data, we will talk. I think that the tax advantage goes to the unconventional ones. But I will double check with my fiscal team and I will turn back to you if my answer was not the correct one. And in relation with the exports and refining, our perception is that we are still, we are not suffering a lot the pressure from the U.S. We believe that most of their exports are aiming to the Caribbean and also partially to – I mean we have not suffered yet in our export. And I said yet because it’s going to depend much on the spread between West Texas and Brent to see how the whole thing evolves. Did I answer you, Oswald? Oswald, did I answer? Oswald Clint – Sanford C. Bernstein: Yes, thank you very much.

Thank you, Oswald. Now, let’s move to Flora Trindade from BPI. Hola, Flora. Please go ahead with your questions. Flora Trindade – BPI: Hola. Thank you for taking my questions. The first one is on production. Can you update us on your best estimates for the growth in full year ‘13, production? So, you have a 10% target, which considering the nine months is clearly very challenging. So, can you give us just your best estimates for the full year? And then, my second question is Kinteroni. Do you still expect to enter into operation before year-end? And the last one and I assume someone will ask about Gas Nat. so I will just ask regarding one of your shareholders. So, Sacyr has breakeven price, which is very close to the current market price. So, I was just wondering if you have been approached or if you are aware that they could be somehow interested in disposing part of the stake and this has happened in the past, you would be willing to support them and potentially find some buyers. Is there any feedback on this? Thank you. Miguel Martínez: In relation with the first one, it’s quite difficult to assess a final figure. I mean one – we had the second quarter results presentation, I was quite confident about the 10% increase was reachable. After the disruptions in Libya, it’s difficult to say, because basically Libya represents a 12% of our production. So a shutdown for the whole quarter in Libya to say something will imply, say a 3% fall, annually talking. Having said so, if things develop normally, I would say that a 7% would be the – my estimate today, basically in line with long term production growth. In relation with Kinteroni, the situation is complex in Kinteroni. I mean the whole facility is ready and it was ready on budget and on time. But the government of Peru wants the Block 88, which was the backup of the LNG facility, will be sent to – the production would be sent to the internal market. So the Block 57, which is the one – in which Kinteroni is located, is going to be the one that will back up the LNG facility. So, in order to reach – to start production, we have to reach agreement, commercials agreement in which we have the six partners of Camisea involved. We also have the four partners of the LNG processing plant involved. We have the lenders of the LNG facility also involved. And on top of that, in Block 57, where Kinteroni is located, our partner Petrobras is selling right now its stake. So, we also have to take this – the entrance of the new partner in agreement. And on top of that, we have the government of Peru. So, it’s quite difficult to assess a date for when Kinteroni will start, because as you can see, we have more than 15 parts involved in the negotiation. Having say so, I think that things are moving slowly, but moving. And probably the closing and the startup of Kinteroni will be more or less at the same time that the closing of the LNG sale. And the last one refers to the breakeven point in Sacyr. Yes, I think that they have our shares at 19 point something. So, we are close but I don’t think that they are going to sell. You should ask them. But my perception is that they’re quite comfortable right now with their stake. The loan matures by January 2015, so still for them time to think. But it should be Sacyr, the one that answer your question. Flora Trindade – BPI: Okay. Thank you.

Okay. Thank you very much Flora. Now, let’s move on to Jason Kenney from Santander. Hi Jason, please go ahead with your questions. Jason Kenney – Santander: Okay. Thanks very much. I was just looking at the realizations in USA, Brazil or North America, Brazil slightly weaker than expected, particularly quarter-on-quarter. Can you just give me a bit of color around that please? And then secondly on Gas Nat I know there has been a lot of speculation about this. I mean are you able to say whether Temasek or Sinopec have indeed expressed an interest in your Gas Nat stake and potentially the timing for divestment to Gas Nat presumably after the LNG sale? Miguel Martínez: Thanks for the question, Jason. I’ll double check the realization prices in Brazil and in the U.S. because I don’t have the same perception that you have about lowering those prices. But, I’ll double check and through I&R team will give you the answer. And in relation with the Gas Nat I think that – I’ll say that right now we’re expecting to study which counterparts or which companies would be interested in the stake. But it’s way too early to provide you any color. We are – I mean Gas Nat really is a great company. We are quite comfortable in our stake. It’s true that the rationale behind the operational activity once we sell the LNG business faint. And in that sense we have to study all possible alternatives in relation with our portfolio and Gas Nat really is part of it. We’re not in a hurry and we’re starting to study which transaction could improve our, I would say, global portfolio distribution. And only when we’d analyze, which is the right the right move to do, we’ll do it. because other than that, we don’t find an alternative for Gas Natural, we’ll keep the stake because I mean it’s very good company and we have a positive of more than 170 basis points. That’s all I can tell you, Jason. Jason Kenney – Santander: Okay, thanks. Miguel Martínez: Yeah. And in relation with the U.S. perhaps, the difference, and I’ll have as mentioned before to double check it, will come because of the increase in the mix due to the Sandridge production. But I’ll double check and I’ll send you the exact figures. Okay, Jason? Jason Kenney – Santander: Perfect. Thanks.

Did we cover your questions? Jason Kenney – Santander: Yes. Thanks very much.

Thank you, Jason. Okay. Let’s move on to Filipe Rosa from Espirito Santo. Filipe, Hola. Please go ahead with your questions. Filipe Rosa Espirito – Santo Investment Bank: Hi. Good morning everyone. Three questions, if I may, the first one on CapEx. The accumulated CapEx in Q3 seems to be running well below the run rate for reaching a target for the full year and then excluding Gas Natural, I believe that Downstream is the division where the CapEx is running well. I don’t know if you could update your target for the full year for the CapEx ex Gas Nat. Second question relates to the substantial working capital also that you’ve had in Q3; could you give us some guidance whether you expect it to reverse it in Q4, and what were the main drivers for the worse working capital position versus Q2? And my final question relates to the – your relationship with Pemex, okay? We talked about Gas Natural, we talked about Sacyr, I don’t know, could you give us your view on how you see this potential interest of Pemex in setting up a partnership with YPF and would you adopt the same stance that you have adopted so far with other companies that have signed partnerships with YPF? Thank you very much. Miguel Martínez: Filipe, in relation with when I expect CapEx to be around 3.3 billion, by the year-end, 3.2 billion, 3.3 billion Gas Nat. Normally fourth quarter is more loaded than the third one. In relation with working capital, we have been going up and down. I mean we have a good reduction by the year-end and in the second quarter. And it worked the other way around in the first quarter and in this third one. My estimate is that probably by the year-end, we will be able to reduce by 300 million, so to end up in between the – we had at the beginning of the year and what we had presented in the last quarter. And finally, in relation with Pemex, their interest in YPF, well, what I can tell you is that Pemex presented as it was mentioned before in offer that was not accepted unanimously by the Board meeting. Other than that, you should check with them, their interest in YPF. And if you speak in relation with the statements that the General Manager of Pemex did, I think it’s a peculiar statement given that Pemex has never expressed its discrepancy with the Board of Directors. Pemex has direct knowledge of the efforts made by Repsol to reach a negotiated solution. And the reasons that lead the Board of Directors to unanimously reject the proposal made by YPF to Pemex as it was greatly detrimental to Repsol’s interest. Filipe Rosa Espirito – Santo Investment Bank: Thank you very much Miguel.

Thank you, Filipe. Now, let’s move on to Theepan, Theepan from Nomura. Please Theepan go ahead with your questions. Theepan Jothilingam – Nomura: Thanks Angel. Good afternoon, Miguel. Three quick questions, please. Firstly, just could you elaborate on the exact situation in Libya today in terms of production; what’s on, what’s off? And secondly, I was somewhat surprised that where the tax rate was, given lower production from Libya. So, I was just wanting to know what – where you think guidance should be for the, should we see a lowering in the tax rate? And then, thirdly, just subsequent to the cash in proceeds from the LNG deal, could you just talk about use of cash and sort of potential to selective M&A? Thank you. Miguel Martínez: Thanks Theepan. In relation with Libya, we stopped production 10 days ago. And right now the production is zero. A group of twerps blocked the pipelines. And we expect the situation to be solved quickly. But today, production is zero. The reason – entering to the second question, the reason why tax rate has been 43% this year – this quarter, sorry, it’s true that Libya and the Upstream were not – I mean they have been somehow – supposedly improvement due to the lower results in Upstream has been in the other side compensated because Downstream, especially refining which is the lower tax rate we have throughout the Group, the results were not there. So, we have a compensation between the lower results in the higher rate countries with lower results also in the – I’d say better fiscal term countries. And in relation with what are we going to do with the cash with LNG, simply bring force to our sheet. I mean we should, the sale of the LNG is somehow or was somehow or it will be related to reestablish our financial ratio, which is something totally necessary to maintain our investment grade. Theepan Jothilingam – Nomura: Okay. And just coming back to the tax rate, base case for the full year, what would be the best assumption? Miguel Martínez: Yeah, sorry, I forgot that one. Our estimate today is 44% for the whole year. But it’s going to be also dependent on where the results come from in the final quarter of 2013. Thanks Theepan. Theepan Jothilingam – Nomura: Okay, great. Thank you.

Thank you, Theepan. Please, when you ask your questions, could you please speak slowly, so we can understand everything? And now, let’s move on to Hootan Yazhari from Bank of America/Merrill Lynch. Hello, Hootan. Please go ahead. Hootan Yazhari – Bank of America/Merrill Lynch: Hi there gentlemen. A couple of questions please, relating to Downstream. You mentioned that you’ve ended the sales process on the Peruvian Downstream assets. I just want to understand what you’re thinking is now with those assets, given that you might have to incur some significant upgrade in capital expenditure which you were keen to avoid and that being one of the main rationale for wanting to sell it in the first place. And the second question I had was really regarding the marketing outlook in Spain. You’ve alluded to volume stabilizing in the country and showing some signs of life there. I just wanted to see what scope was for beginning to introduce margin increments in the marketing business. You’ve often highlighted that as a potential source of significant upside. Thank you. Miguel Martínez: In relation with the first one, needed to de-sulphur the diesel and gasoline productions in Peru. At least the initial estimate is approximately $750 million. We have a stake of 51 million. So, basically half of it would be on our side. So, we are talking about $375 million for a three year period. So, it’s not that big to say something. And in relation with the second one, it’s not only that we have – we are seeing a better improvement, for example in October, the sales were flat in comparison with last year. And this is the first time in the last probably 30 months that we have seen stabilization in the sales compared with the prior. But one thing is the sales and the other one is margin. Margin, I would say that somehow we are in the comfort zone, which is the one that allowed us to maintain our market quota. So perhaps that will increase but I would say that the good news is that it looks as the whole demand is being recovered. Thank you, Hootan. Hootan Yazhari – Bank of America/Merrill Lynch: Thank you.

Thank you, Hootan. And now, let’s – now move to Thomas Adolf from Credit Suisse. Hi Thomas, how are you? Please go ahead with your questions. Thomas Adolff – Credit Suisse: Hi. Thank you very much. Two questions please. Going back to Gas Natural and the decision that you still have to make, obviously part of that is to do with what you would do as it proceeds, what sort of assets you buy. But let’s say you get EUR 4 billion after capital gains tax from the entire stake. And when you look at those EUR 4 billion, undoubtedly, you won’t be spending all on acquisitions. So, my question really is about, how you would split in terms of asset acquisition, further balance sheet de-gearing, maybe some buybacks or special dividend? And the second question would be on production grows in 2014, what should we expect and what sort of contingencies you see or you carry for the Libyan volumes? Thank you. Miguel Martínez: In relation with the first one, I mean the whole thing will work the other way around. I mean as we have to find an investment that sits in our portfolio that provide us with new capabilities, with somehow as better portfolio, better than the one we have today. And then we will go forward for the sale of Gas Nat. But basically, we are not thinking in providing any extra dividend in relation with the sale of – support sale of the Gas Nat stake. In relation with the growth for 2014, we give a budget to our long-term estimates, which is 7% annual growth. We are right now finishing the budget. So, I cannot provide you more color than saying that it’s going to be on line with the 7% annual growth for 2016. So it would be aligned with that figure.

Thank you, Thomas. Thomas Adolff – Credit Suisse: Okay.

So now, we are over, we’re finished with our Q&A session. Thank you very much all of you for attending this conference call on our third quarter results. And every further queries or doubts that you may have, please contact the IR team, and we’ll be more than glad to answer any further clarifications or questions. Thank you.