Endesa cancels 18,006,307 shares and closes its buyback program

Endesa, S.A. has executed the cancellation of 18,006,307 treasury shares, for an amount of 21,607,568.4 euros of share capital, following the agreement adopted by its Board of Directors on September 29, 2026. The operation definitively closes the third and fourth tranches of the electricity company’s Framework Treasury Share Buyback Program. The announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 190, of October 1, 2026, Second Section of announcements and legal notices, pages 6555-6556, with the official reference BORME-C-2026-5281.

The capital reduction was approved by the Ordinary General Shareholders’ Meeting of Endesa held on April 28, 2026, in a single call, under item 6 of its agenda. The agreement authorized the cancellation of a maximum of 87,967,289 treasury shares acquired through the buyback programs executed as the Third and Fourth Tranches of the Framework Program approved by the Board of Directors on March 26, 2025, and delegated to the Board itself the determination of the final number of shares to be cancelled and the declaration of the closure of the execution.

The announcement is based on article 319 of the Capital Companies Act, which requires the publication of share capital reduction agreements in the BORME.

The two tranches that are now closed

Each of the cancelled tranches had a maximum monetary amount of 500 million euros:

• Third Tranche: executed between October 15, 2025, and February 27, 2026, with the acquisition of 4,040,753 shares.
• Fourth Tranche: executed between March 2, 2026, and June 24, 2026, with the acquisition of 13,965,554 shares.

The Framework Program and the start and end of both tranches were communicated to the market by the Company through the inside information communication of March 26, 2025, registration number 2672, and the communications of other relevant information of October 15, 2025, February 24, 2026, February 27, 2026, and June 24, 2026, with registration numbers 37196, 39512, 39026, and 41529.

The new share capital

Following the cancellation, the share capital of Endesa is set at 1,228,485,892.8 euros, represented by 1,023,738,244 shares with a nominal value of 1.2 euros each, all of which belong to the same class and series.

The operation did not involve the return of contributions to shareholders, given that the Company was the owner of the cancelled shares. The stated purpose of the agreement is precisely the cancellation of the treasury shares acquired within the framework of the third and fourth tranches of the Framework Buyback Program.

As an immediate precedent, the Second Tranche of the same program closed with the cancellation of 17,007,566 shares for 20,409,079.20 euros, according to the announcement published in BORME no. 38, dated February 25, 2026, with reference BORME-C-2026-580, which left the capital at 1,250,093,461.20 euros.

Unavailable reserve and delisting

Endesa has allocated, charged to freely disposable reserves, a reserve for cancelled capital in an amount equal to the nominal value of the cancelled shares, namely 21,607,568.4 euros, which may only be disposed of under the same requirements demanded for the reduction of share capital.

Consequently, pursuant to article 335 c) of the Capital Companies Act, the creditors’ right of opposition set forth in article 334 of the same regulation shall not apply.

The Company will also request the exclusion from trading of the cancelled shares on the Stock Exchanges of Madrid, Barcelona, Bilbao, and Valencia, through the Stock Interconnection System (Continuous Market), as well as the cancellation of those same shares in the accounting records of Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (Sociedad Unipersonal) (IBERCLEAR).

The announcement was signed in Madrid on September 29, 2026, by the General Secretary and Secretary of the Board of Directors, Borja Acha Besga, and is likewise available on the Company’s website.

The operation reduces the number of outstanding shares and increases the relative weight of each remaining share, a common move in listed companies to reward shareholders without distributing a cash dividend. For Endesa investors, the practical effect is a smaller share capital and a more concentrated shareholder base, with the effective withdrawal of 18,006,307 shares from the Continuous Market.

Source: Official Gazette of the Mercantile Registry (BORME), no. 190, dated October 1, 2026, Second Section, pp. 6555-6556 (official reference: BORME-C-2026-5281).