Endesa Generación absorbs Enel Green Power España and Compañía Eólica Tierras Altas

Endesa Generación, S.A.U. will absorb Enel Green Power España, S.L.U. (EGPE) and Compañía Eólica Tierras Altas, S.A.U. (CETASA), which will be extinguished through dissolution without liquidation. The sole shareholders of the three companies approved the operation on September 25, 2026, and the announcement is published in the Official Gazette of the Mercantile Registry (BORME) no. 188, dated September 29, 2026, with the reference BORME-C-2026-5233.

The announcement appears in the Second Section —Announcements and legal notices—, under the heading of company mergers and acquisitions, and is published in compliance with Article 10 of Royal Decree-Law 5/2023, of June 28 (the LME), a regulation that transposes European directives regarding structural modifications of commercial companies. The operation follows the simplified regime provided for in the LME, with the specificities of its articles 9, 53, and 56.

The Common Merger Project was approved by the boards of directors of the three companies on June 29, 2026, and the closed and audited balance sheets as of December 31, 2025, of each of the participating companies are used as merger balance sheets.

Extinction without liquidation and universal succession

By means of the operation, EGPE and CETASA will be extinguished through their dissolution without liquidation, resulting in the bulk transfer and universal succession of their assets in favor of Endesa Generación, which is subrogated to all their rights and obligations.

Since this is a merger by absorption in which Endesa Generación is the sole shareholder of EGPE and, in turn, the sole shareholder of CETASA, the administrators’ report, the announcement of the meeting call that agreed to the merger, and the prior publication or deposit of the documents required by law were not necessary.

One-month period for creditors and shareholders

The announcement expressly states the right of the shareholders and creditors of the companies participating in the merger to obtain the full text of the agreements adopted and the approved merger balance sheets.

Creditors of each of the companies whose credits arose prior to the date of publication have a period of one month, counting from said publication, to exercise the actions provided for in paragraphs 1, 2, and 3 of Article 13.1 of the LME.

Signatories and group background

The announcement was signed in Madrid on September 25, 2026, by the secretaries of the boards of directors of the three companies:

• Santiago Fernández Eguiluz, secretary of the board of Endesa Generación, S.A. (Sole Shareholder Company).
• Rafael Fauquié Bernal, secretary of the board of Enel Green Power España, S.L. (Sole Shareholder Company).
• Olga Reillo Alfonso, secretary of the board of Compañía Eólica Tierras Altas, S.A. (Sole Shareholder Company).

The operation is part of a series of absorptions through which Endesa Generación has been integrating subsidiaries: in 2025 it absorbed E-Generación Hidráulica, S.L.U., agreed upon on June 2, 2025, and published in the BORME on June 10, 2025 (BORME-C-2025-3387), and in 2024 it absorbed Guadarranque Solar 4, S.L.U. For its part, Compañía Eólica Tierras Altas approved a capital reduction of 661,100 euros in 2025, from 13,222,000 to 12,560,900 euros, published in BORME no. 197, dated October 15, 2025 (BORME-C-2025-5538), with its registered office in San Pedro Manrique (Soria).

The merger simplifies the corporate structure of the renewable business by integrating EGPE and CETASA into Endesa Generación, and opens a one-month period for suppliers and creditors of the absorbed companies to assert their claims against the absorbing company.

Source: Official Gazette of the Mercantile Registry (BORME), no. 188, September 29, 2026, Second Section — Announcements and legal notices (Company mergers and absorptions), pp. 6496-6497 (official reference: BORME-C-2026-5233).