Repsol

IMPORTANT NOTICE

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached offer to purchase (as it may be supplemented or amended from time to time, the “Offer to Purchase”) and you are therefore required to read this disclaimer page carefully before accessing, reading or making any other use of the Offer to Purchase. By accessing, reading or making any other use of the Offer to Purchase, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Repsol Oil & Gas Canada Inc. (the “Offeror”), HSBC Securities (USA) Inc. and UBS Securities LLC as dealer managers (the “Dealer Managers”) and D.F. King & Co., Inc. as information agent and tender agent (collectively, the “Information Agent and Tender Agent”), as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Offer to Purchase.

THE OFFER TO PURCHASE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE OFFER TO PURCHASE IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS.

Confirmation of your representation: In order to be eligible to view the Offer to Purchase or make an investment decision with respect to the Tender Offers (as defined below), you must be able to participate lawfully in the invitations by the Offeror to Holders of the Notes (as defined below) to tender their Notes for purchase by the Offeror for cash (the “Tender Offers”) on the terms and subject to the conditions set out in the Offer to Purchase, including the offer and distribution restrictions set out therein (the “Offer and Distribution Restrictions”). The Offer to Purchase was sent at your request and by accessing the Offer to Purchase you shall be deemed to have represented to the Offeror, the Dealer Managers and the Information Agent and Tender Agent that:

(i) you are a Holder or a beneficial owner of any of the following securities issued by the Offeror: (i) 7.75% Senior Notes due 2019 (CUSIP No. 87425EAL7), (ii) 3.75% Senior Notes due 2021 (CUSIP No. 87425EAM5), (iii) 7.25% Debentures due 2027 (CUSIP No. 87425E AE3), (iv) 5.75% Senior Notes due 2035 (CUSIP No. 87425E AH6), (v) 5.85% Senior Notes due 2037 (CUSIP No. 87425E AJ2), (vi) 6.25% Senior Notes due 2038 (CUSIP No. 87425E AK9) and (vii) 5.50% Senior Notes due 2042 (CUSIP No. 87425E AN3) and (vii) 5.50% Senior Notes due 2042 (CUSIP No. 87425E AN3);

(ii) you are a person to whom it is lawful to send the Offer to Purchase or to make an invitation pursuant to the Tender Offers under all applicable laws, including the Offer and Distribution Restrictions; and

(iii) you consent to delivery of the Offer to Purchase to you by electronic transmission.

The Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Offeror, the Dealer Managers, the Information Agent and Tender Agent or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from the Dealer Managers or the Information Agent and Tender Agent.

Any materials relating to the Tender Offers do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. In those jurisdictions where securities or other laws require the Tender Offers to be made by a licensed broker or dealer and the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Tender Offers shall be deemed to be made on behalf of the Offeror by any such Dealer Manager or affiliates (as the case may be) in such jurisdiction.

Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any circumstances in which such offer or solicitation would be unlawful.

The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer to Purchase comes are required by the Offeror, the Dealer Managers and the Information Agent and Tender Agent to inform themselves about, and to observe, any such restrictions.

The only role of the Dealer Managers and the Information Agent and Tender Agent in the preparation of this Offer to Purchase has been to confirm to the Offeror that their respective contact details are accurate as at the date of this Offer to Purchase. Apart from the foregoing, neither the Dealer Managers nor the Information Agent and Tender Agent has independently verified the information contained in this Offer to Purchase. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility is accepted, by them as to the accuracy or completeness of this Offer to Purchase or any further information supplied by the Offeror in connection with the Tender Offers.

You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.

By clicking "I AGREE" below, you acknowledge that you are a Person with Interest in the Notes entitled to view the contents of this website and you acknowledge and agree to the terms and conditions set forth above. Specifically, by clicking "I AGREE" below, you acknowledge that you are a person into whose possession the Offer to Purchase may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If you are not a Person with Interest in the Notes, or you do not so acknowledge and agree, you are not entitled to enter website. If this is the case you must leave the website by clicking "I DISAGREE" below.