EDP transfers its photovoltaic business in Spain to Solar DG Spain I

EDP Clientes, S.A.U. has approved the spin-off of its photovoltaic distributed generation economic unit in Spain and its bulk transfer, by universal succession, to Solar DG Spain I, S.L.U., a company wholly owned by the spun-off company itself. The agreement, adopted on September 30, 2026, is published in the Official Gazette of the Mercantile Registry (BORME) no. 198, of October 14, 2026, Second Section of announcements and legal notices, with the official reference BORME-C-2026-5439.

A spin-off supported by the simplified regime

The operation falls under Article 10 of Royal Decree-Law 5/2023, of June 28, which regulates the structural modifications of commercial companies. According to the announcement, the spin-off is carried out in accordance with the procedure of Article 9 of the same legal text, which allows it to be agreed upon without publishing or depositing the documents generally required, without an announcement regarding the possibility of submitting observations, and without a report from the directors on the project.

The Spin-off Project was formulated by the administrative bodies of both companies on June 30, 2026, three months prior to approval. The spun-off company is not extinguished as a result of the operation.

What is transferred and to whom

The spun-off economic unit comprises:

• The assets and liabilities assigned to the decentralized electricity production activity (distributed generation) in Spain.
• The photovoltaic plants in the operational or construction phase integrated into that activity.
• The rights and obligations inherent to the unit, into which the beneficiary company is subrogated.

The beneficiary company is Solar DG Spain I, S.L.U., with registered office at Plaza del Fresno, 2, 33007 Oviedo, which began operations on April 29, 2026, with a capital of 3,000 euros and sole shareholder EDP Clientes, S.A., according to the registration published in BORME no. 100, of May 28, 2026 (reference BORME-A-2026-100-33). Its sole administrator is Antonio Rui Torres de Araujo, the same person who manages the spun-off company. BORME no. 147, of August 3, 2026 (reference BORME-A-2026-147-33), also registered the appointment of EDP Servicios Financieros España, S.A. as a joint proxy for the beneficiary.

No declared impact on employment

The directors did not consider it necessary to prepare the report on the impact of the spin-off on employment provided for in Article 9.2 of RDL 5/2023, because as of the date of the project:

• There were no employees at EDP Clientes, S.A.U. assigned to the economic unit.
• The beneficiary company had no employees.

Nor were the directors’ report, the independent experts’ report, or the spin-off balance sheets required, by reference to Articles 53, 56, 63, and 71 of RDL 5/2023.

Rights of shareholders and creditors

The announcement expressly states the right of shareholders and creditors to obtain the full text of the agreements approving the spin-off. The creditors of both companies are covered by the protection regime established in RDL 5/2023. The announcement was signed in Oviedo on September 30, 2026, by the sole administrator of EDP Clientes, S.A.U. and Solar DG Spain I, S.L.U., with the identifier A260043448-1.

Relevance

The operation reorganizes EDP’s renewable business in Spain and separates the distributed photovoltaic generation from the rest of EDP Clientes’ marketing activity, without the parent company disappearing or losing control of the assets, as the beneficiary is wholly owned by it. For creditors, the change in ownership of the plants and associated contracts activates the protection regime of RDL 5/2023; for the sector, it consolidates a specific corporate structure for the distributed photovoltaic business.

Source: Official Gazette of the Mercantile Registry, no. 198, October 14, 2026, Second Section - Announcements and legal notices, pp. 6742-6743 (official reference: BORME-C-2026-5439).