Instituto Nacional de Hidrocarburos (INH) and financial institutions comprising the underwriting syndicate have signed the underwriting contract for the Repsol share offering today. The signature took place at the Repsol, S.A. head offices, in a ceremony chaired by Oscar Fanjul, the Chairman of INH and Repsol, and Victor Perez Pita, Vice-president of INH, and attended by the Presidents of the head underwriting bodies.

The underwriting syndicates for the institutional and retail offerings are divided into three levels. These categories have been set according to the market position and underwriting commitment of each financial Institution. Under the system designed by INH, and as in the issue of bonds exchangeable for shares effected in May, 1992, the placement is open to all financial intermediaries (Banks, Savings Banks, Stock Market Companies and Agents) fulfilling all legal and technical requirements to receive purchase orders through their network of offices.

Institutional Tranche

The Lead Manager is the Banco Central Hispanoamericano.

The Co-lead Managers are: Argentaria Bolsa, BBV Interactivos, Banco Santander de Negocios and Caja de Madrid.

The Underwriters are: AB Asesores Burs�tiles, Beta Capital, FG Valores y Bolsa, Benito y Monjard�n, Ahorro Corporaci�n Financiera, Bilbao Bizkaia Kutxa/Norbolsa and Iberagentes Bolsa.

It will be recalled that the institutional offer is to have five tranches: Spain, the United Kingdom, Continental Europe, the United States and the rest of the world. The price for this institutional offering will be fixed on April 10th, following closure of the daily session at the Continuous Market of Spanish stock exchanges and the New York Stock Exchange.

Retail Tranche

The Lead Managers are: Argentaria Bolsa, Banco Bilbao vizcaya, Banco Central Hispanoamericano, Caja de Madrid and Banco Santander de Negocios.

The Head Underwriters are: La Confederaci�n Espa�ola de Cajas de Ahorro (CECA), La Caixa, Mercavalor, Banco Popular Espa�ol, Banco Urquijo and Banco Espa�ol de Cr�dito.

The Underwriters are: AB Asesores Burs�tiles, Caja de Ahorros de Valencia, Castell�n y Alicante, Benito y Monjard�n, Beta Capital, Bilbao Bizkaia Kutxa, BNP Espa�a, Deutsche Bank and Iberagentes Bolsa.

A minimum purchase application of 50,000 pesetas and a ceiling of 10 million pesetas have been set for the retail tranche. The public share offering is divided into two periods. The first begins today, ends on Saturday, April 1st and is for the placing of buying orders. On the latter date, INH will set the maximum price per share, and this may not exceed the highest of the average quotations registered at the five sessions prior to the fixing date (that is, the daily sessions from March 27th to 31st, inclusively).

However, investors who have made purchase applications will have until April 5th to revoke them, if they so wish. Otherwise, they will become firm orders.

The second period begins on April 3rd and ends on April 7th. This will be for effecting firm purchase orders. Purchase applications may also be made during this period of the Public Offering, but those investors who have submitted buying orders before April 1st will have priority in the pro-rata.

All retail investors will be entitled to a 5% discount on the Market Reference Price, defined as the average quotation at the daily stock market session for Monday, April 10th. This will be the retail price. However, should it prove more favourable for the investor, one of the three following calculations will be applied: the maximum price per share, the institutional price or the underwriting price set by the underwriters in the underwriting contract. In any case, investors will only pay the share price, free of expenses and commissions.

The retail offer also includes an additional discount of up to 10% on the buying price. The investor will receive this discount after twelve months, providing he has not sold his shares in the meantime, and it will be equal to the fall in price suffered by the shares, always to a limit of 10% on the buying price.

The Prospectus, registered at the CNMV on March 17th last, details the terms governing the transaction and is available to the public, without charge, from the INH and Repsol, and from underwriters and Spanish Stock Markets.

IMPORTANT DATES

IMPORTANT DATES

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