Alectoris Energía Sostenible 3 absorbs seven subsidiaries of the wind group

The extraordinary and universal general meeting of shareholders of Alectoris Energía Sostenible 3, S.L. unanimously approved, on October 28, 2026, the merger by absorption of seven companies, including the wind generation subsidiaries Fuerzas Energéticas del Sur de Europa V, VI, XI and XII, Desarrollo Eólico Las Majas VII, and Generación Eólica El Vedado. The announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 212, dated November 4, 2026, Second Section, under the official reference BORME-C-2026-5788.

The operation is based on Article 10 of Royal Decree-Law 5/2023, of June 28, on structural modifications of commercial companies (RDLME). The common merger project was drafted and signed by the administrative bodies of all participating companies on June 29, 2026, four months prior to the approval by the meeting.

The merger involves the block transfer of the assets of the absorbed companies to the absorbing company, which will acquire all their rights and obligations by universal succession, and the dissolution without liquidation of the absorbed companies, resulting in their extinction.

The seven absorbed companies

• Alectoris Energía Sostenible 1, S.L.
• Fuerzas Energéticas del Sur de Europa VI, S.L.
• Fuerzas Energéticas del Sur de Europa XI, S.L.
• Fuerzas Energéticas del Sur de Europa XII, S.L.
• Fuerzas Energéticas del Sur de Europa V, S.L.
• Desarrollo Eólico Las Majas VII, S.L.
• Generación Eólica El Vedado, S.L.

The text does not detail capital figures, balance sheets, or asset volumes for each company, matters for which the announcement refers to the documentation available at the registered office.

Simplified regime without expert reports

The absorbed companies are wholly owned directly by the same shareholders as the absorbing company and in the same proportion in all of them; therefore, the simplified regime of Article 53 of the RDLME is applicable, by reference to Article 56 of the same regulation. Consequently, it has not been necessary to:

• include in the project the 1st, 2nd, 3rd, and 4th mentions of Article 53;
• provide reports from administrators and independent experts on the project;
• increase the share capital of the absorbing company;
• obtain approval of the merger by the general meetings of the absorbed companies.

Since the merger was unanimously approved in a universal meeting, the prior publication or filing of the common merger project was not required, pursuant to Article 9 of the RDLME. The announcement further states that none of the participating companies have employees, therefore the merger will have no effect on employment, and that there are no holders of special rights, securities other than social shares, industry contributions, ancillary benefits, or advantages for the directors.

Creditors, accounting date, and pending authorizations

The operations of the absorbed companies will be considered carried out for accounting purposes by the absorbing company as of January 1, 2026. The effectiveness of the merger is subject to the suspensive condition of obtaining the administrative authorizations provided for in the common merger project, a relevant condition in a sector—the electricity sector—subject to administrative intervention.

The announcement recognizes the right of shareholders and creditors to obtain the full text of the agreements adopted and the merger balance sheets, available to interested parties at the registered office of the participating companies. Creditors whose credits arose prior to the publication of the announcement and had not expired at that time may exercise the rights provided for in Articles 13 and 14 of the RDLME, namely, the right of opposition under the legally established terms.

The announcement is signed in Madrid, on October 28, 2026, by the secretary of the board of directors of Alectoris Energía Sostenible 3, S.L. and of the absorbed companies, Javier García-Rubio Jaquotot.

The relevance of the operation lies in the concentration of seven corporate vehicles of the wind business into a single company, with the resulting simplification of the group structure and the subrogation of the absorbing company into all contracts, permits, and obligations of the subsidiaries. For creditors and holders of credits against any of the seven companies, the announcement opens the period for opposition; for the market, it anticipates a corporate reorganization prior to the full effectiveness of the merger, which is still conditional upon administrative authorizations.

Source: Official Gazette of the Mercantile Registry, no. 212, of November 4, 2026, Second Section (Mergers and acquisitions of companies), pp. 7183-7184 (official reference: BORME-C-2026-5788).