REPSOL YPF, S.A.
 
 

CALL FOR GENERAL ORDINARY MEETING
 

By resolution of the Board of Directors of Repsol YPF, S.A., shareholders are called to an Ordinary General Shareholders Meeting that will be held at Palacio Municipal de Congresos, Avenida de la Capital de Espa�a-Madrid, sin n�mero, Campo de la Naciones,  Madrid, on March 27, 2001 at 12:00 p.m for the first call, and at the same time and place on March 28, 2001 for the second call, with respect to the following:

 
AGENDA
  

One: Approval, if appropriate, of the Annual Financial Statements of �Repsol YPF, S.A.� and the Annual Consolidated Financial Statements of �Repsol YPF, S.A.� and its subsidiaries for the fiscal year that ended on December 31, 2000,  the management of  the Board of Directors during that year and the proposal for application of Repsol YPF�s earnings.

Two: Appointment, confirmation and statutory renewal of the Board of Directors.

Three: Reelection of �ARTHUR ANDERSEN Y CIA., S. COM.� as Independent Public Auditors for Repsol YPF, S.A. and its Consolidated Group for another year.

Four: Authorization for the Board of Directors to acquire Repsol YPF, S.A. stock by transfer of title, directly or through controlled companies, within 18 months after the resolution is adopted by the Meeting; such authorization replaces the authorization approved at the last Ordinary General Meeting that was held on June 28, 2000.

Five: Issue bonds that are convertible and/or exchangeable for shares in the Company in the amount of two billion Euros (2,000,000,000) with the exclusion of preemptive rights; and authorize the Board of Directors to implement the resolution within one year following the General Meeting. Determine the bases and methods for conversion and/or exchange, and increase the capital stock in the amount needed to handle request for conversion. The bonds will be issued at par as a minimum. Authorize the Board of Directors to determine the stock issue limits that have not been set by the Meeting.

Six: Approval of the implementation of a compensatory system for Managers and Directors indexed at the listed price of the shares allowed before 1^st January 2000 and approval of the implementation of a new compensatory system for the period 2000/2004.

Seven: Delegate the powers to formalize, supplement, correct, develop and implement the resolutions approved by the General Meeting.
    

RIGHT TO ATTEND AND INFORMATION:
  

Stockholders who own at least 150 shares (ONE HUNDRED AND FIFTY shares) which have been registered in the appropriate stock ledger five days prior to the date set for the General Meeting may attend.

Attendance cards will be issued by the organization belonging to the Securities Compensation and Settlement Service involved in each case. These organizations will send a list of the cards that they have issued at the request of their clients to the Corporate Public and Investor Relations Office of Repsol YPF, S.A. before the date set for the Meeting.

The By-Laws allow stockholders to group their shares and authorize another person to represent them at the General Meeting.

As of the date of this notice, and in compliance with the stipulations of Articles  159, 212, 292 and similar to the Corporations Act, all documents will be available to stockholders at Corporate Headquarters, located at Paseo de la Castellana, 278, Madrid; particularly the following:

   
Stockholders may request that these documents be furnished or sent to them free of charge.

Registration of attendance cards will begin two hours before the scheduled start of the Meeting.
   

PRESENCE OF A PUBLIC NOTARY
 

The Board of Directors has requested the presence of a Public Notary to prepare the Minutes of the General Meeting.
  

ANTICIPATED MEETING DAT E
 

It is anticipated that the General Meeting will be held on the date given in the SECOND CALL; i.e. on March 28, 2001, at the time and place indicated above. If not, an announcement will be published in the press far enough in advance.
 

Madrid, March 8, 2001
 

THE CHAIRMAN OF THE BOARD OF DIRECTORS