Repsol, through its subsidiary company Astra, in which it controls 47.5% of the equity, has agreed to acquire stakes belonging to Grupo Comercial del Plata (GCP) in several refining and marketing companies: EG3 S.A. (32.5%); Refiner�a San Lorenzo S.A. (Refisan) (42.5%); Destiler�as Argentina de Petr�leo, S.A. (Dapsa) (50%); and Parafinas del Plata S.A. (50%) in Argentina. A similiar agreement has also been reached with JME Inversiones (controlling the company Isaura S.A.), to acquire 27.5% of its stake in EG3.

At present, the parties concerned are negotiating the sales contracts which will be formalized in a month. The total size of the transaction, excluding adjustments, is estimated at US$345 million.

This operation strengthens Astra�s position as a major Argentine oil company which carries out activities in exploration, production and refining of crude oil. It also markets and distributes all oil products to the final customers.

The acquisition of the stakes of Grupo Commercial del Plata and JME Inversiones will raise Astra�s refining capacity to 3,200,000 tons per year, in addition to its capacity to manufacture asphalts, lubricants and specialities. After this operation, Astra will go from a 31.5% stake to the control of a 91.5% stake in a network of 700 service stations which represents approximately a 15% share of the Argentine market. Astra thus confirms itself as a strongly integrated energy company, present in all phases of oil business.

Repsol�s activities in Argentina have increased gradually, reaching a considerable size. Through the acquisition of its stake in Astra last year, and the later acquisitions, through this company, of Pluspetrol Energy S.A., Mexpetrol Argentina S.A. and the present ones of GCP and JME Inversiones , Repsol has strengthened and increased its presence in Argentina.

COMPLEMENTARY INFORMATION

DESCRIPTION OF ASSETS INCLUDED IN THE AGREEMENT

EG3

Grupo Comercial del Plata holds a 32.5% share in EG3. Other partners in this company are Astra (31.5%) and Isaura (31.5%). EG3 carries out the activities of manufacturing and marketing of fuels, asphalts and asphaltic fabrics, blending of lubricants and CNG.

It owns a refinery with a capacity of 30,000 barrels per day in Bah�a Blanca (province of Buenos Aires). At the same time, it also manages a network of 650 service stations. It also has a plant which manufactures asphalts and asphaltic fabrics in Bah�a Blanca, a plant for mixing and packing of lubricants in Avellaneda (province of Buenos Aires) and storage terminals in Dock Sud and Bah�a Blanca.

The total sales of EG3 are 3 million m³ of oil products, 200 million m³ of CNG and 20,000 m³ of lubricants.

REFINERIA SAN LORENZO S.A. (REFISAN)

Grupo Comercial del Plata has a 42.5% stake in Refisan, company in which P�rez Companc holds the remaining 57.5% stake.

Refisan manufactures and markets fuels and asphalts. It holds a refinery with a capacity of 37,000 barrels per day in San Lorenzo (Santa F� province) and a network of 30 service stations in the refinery�s zone of influence.

The sales of Refisan add up to 2 million m³ per year.

DESTILERIA ARGENTINA DE PETROLEO, S.A. (DAPSA)

Grupo Comercial del Plata and the Lottero family hold a 50% stake in Destiler�a Argentina de Petr�leo.

DAPSA�s activities are centered on the manufacturing and marketing of fuels and asphalts, lubricant blending and selling of specialities, as well as leasing of storage facilities.

It owns a refinery with a capacity of 6,000 barrels per day in Dock Sud (Buenos Aires), a plant which manufactures modified asphalts and emulsions, and a lubricant blending and packaging plant. At the same time, it administers a network of 10 service stations in Buenos Aires and owns a 150,000 m³ storage terminal in Dock Sud.

This company�s sales add up to around 300,000 tons of fuels, lubricants and asphalts.

PARAFINAS DEL PLATA

GCO owns a 50% stake in this company, while the remaining 50% belongs to the Lottero family. Parafinas del Plata possesses in the province of Buenos Aires a plant for the production of parafins and lubricant base oils.

Its sales volume for parafins and lubricant base oils is approximately 50,000