Cedinsa reduces capital by 57.75 million and returns contributions to shareholders

The Extraordinary General Shareholders’ Meeting of Cedinsa Concessionaria, S.A., held with universal and unanimous character on October 8, 2026, at the registered office in Barcelona, agreed to reduce the share capital by 57,753,828.00 euros for the purpose of restoring the value of the contributions to the shareholders. The agreement is published in the Official Gazette of the Mercantile Registry (BORME) number 197, dated October 13, 2026, Second Section of announcements and legal notices, page 6722, with the official reference BORME-C-2026-5420. Following the operation, the company’s capital is set at 47,253,132.00 euros.

The announcement is issued in compliance with Article 319 of the Capital Companies Act, which requires the publication of capital reduction agreements, and is registered within the framework of Articles 334 to 337 of the same legal text, relating to the right of opposition of creditors. The company is registered in the Mercantile Registry of Barcelona, sheet B 312523, and the announcement is signed by the Chairman of the Board of Directors, Ramón Parra Gutiérrez, in Barcelona on October 8, 2026.

A reduction in the nominal value of all shares

The operation is not executed through the amortization of treasury shares, but through the decrease in the nominal value of all securities. The published terms are as follows:

• Total amount of the reduction: 57,753,828.00 euros.
• Reduction of the nominal value per share: 0.55 euros.
• Resulting nominal value: from 1.00 euro to 0.45 euros per share.
• Resulting share capital: 47,253,132.00 euros.
• Number of shares: 105,006,960 ordinary and registered shares, fully subscribed and paid up.
• Declared purpose: to restore the value of the contributions to the shareholders.

The execution of the agreement will take place once the legal period for creditor opposition has elapsed, as specified in the announcement itself.

Third reduction in two years

The company has accumulated several operations of this type since 2024, although of a different nature than the current one:

• September 26, 2024: reduction of 132,117,248 euros through the amortization of treasury shares, with a resulting capital of 110,559,716 euros (announcement BORME-C-2024-5324, BORME of September 30, 2024).
• October 31, 2024: reduction of 5,552,756 euros, also through the amortization of treasury shares, which left the capital at 105,006,960 euros (announcement BORME-C-2024-5860, BORME of November 4, 2024).
• Registry entry: the two previous operations were recorded in the Mercantile Registry on December 17, 2024, and January 14, 2025.
• October 8, 2026: new reduction of 57,753,828 euros, this time with the effective return of contributions.

Unlike the previous two, which did not involve a return of contributions since the company itself was the holder of the amortized shares, the 2026 reduction does constitute a restitution of assets to the shareholders.

Creditors’ opposition period

The announcement details the creditor protection regime in accordance with articles 334 to 337 of the Capital Companies Act:

• Period: one (1) month from the date of publication of the final announcement of the agreement.
• Eligible parties: creditors whose credits arose before the date of the final announcement and are not overdue at that time.
• Condition to lift the opposition: that unsecured credits are guaranteed to their satisfaction or that the company provides a joint and several guarantee in accordance with the Law.

The signing officer has also changed compared to the 2024 announcements, which were signed by Francisco Javier Vizcaíno Muñoz; Ramón Parra Gutiérrez was appointed director in November 2024 and now appears as chairman of the board.

Impact

The operation returns more than half of the recognized capital of the concessionaire to the shareholders, decreasing from 105,006,960 to 47,253,132 euros, a cut of 55%. For the infrastructure concessionaire sector, the move points to a cash return policy after years of treasury share amortizations, and leaves the company with a significantly lower share capital for future corporate and financial operations.

Source: Official Gazette of the Mercantile Registry, no. 197, October 13, 2026, Second Section - Announcements and legal notices, page 6722 (official reference: BORME-C-2026-5420).