Repsol, S.A. (“Repsol”) and Criteria Caixa, S.A.U. (“Criteria”) have reached an agreement with GIP III Canary 1 S.À R.L (“GIP”), a corporation controlled by Global Infrastructure Management LLC, to sell a combined 20% stake in Gas Natural SDG, S.A. (“Gas Natural”) for total aggregate consideration of 3,802,619,492 euros. Each of Repsol and Criteria, respectively, are selling 100,068,934 shares, representing 10% of Gas Natural´s share capital, for consideration of 1,901,309,746 euros, based on a price of 19 euros per share.    The capital gain that this disposition generates for Repsol Group is approximately 246 million euros.

As a result of the foregoing, Repsol and Criteria agree to terminate the agreement between Repsol and “la Caixa” regarding Gas Natural dated January 11, 2000, as amended on May 16, 2002, December 16, 2002 and June 20, 2003.

Repsol, Criteria and GIP have assumed, in the sale agreement, certain commitments related to the corporate governance of Gas Natural in relation to the composition of its Board of Directors and its Committees.

Closing of the sale is conditional upon the implementation of the aforementioned corporate governance commitments by Gas Natural, and an amendment to the Regulations of the Board of Directors of Gas Natural to require approval by two‐thirds of the Board members regarding certain subject matters (primarily, the acquisition or disposition of significant assets, the approval of the budget and strategic plan, the modification of its dividend policy or the entering into or the modification of material contracts).

The termination of the agreement between Repsol and “la Caixa” dated January 11, 2000, as amended, is itself subject to the successful completion of the sale of the combined 20% stake in Gas Natural to GIP.

About Repsol

Repsol is an integrated global energy company with vast sector experience. It carries out Upstream and Downstream activities throughout the entire world.

About Gas Natural Fenosa

Gas Natural Fenosa is currently present in more than 30 countries, where it serves more than 23 million customers, with 15,4 GW installed power and a diversified electricity generation mix.
The company’s core business lies in the regulated and liberated gas and electricity markets, with a growing contribution from its overseas activity.
The company is quoted on the four Spanish stock exchanges through continuous trading and is part of the Ibex35 index.