Acciona falls more than 4% amid funds' doubts over the purchase of its energy subsidiary

As of October 28, 2026, the process regarding Acciona Energía remains open, but there is no closed sale nor a definitive alternative announced in the sources consulted. The situation is one of review and negotiation of corporate options, with difficulties in agreeing on a full sale and greater flexibility to transfer a majority stake while Acciona retains a minority. It is important to distinguish this business negotiation from any regulatory processing: no takeover bid has been filed nor a schedule of authorizations for a specific operation is recorded.

How the process has evolved

Acciona commissioned a strategic analysis in February on the stock market future of its subsidiary. The options considered included maintaining the current structure, bringing in a partner, integrating the subsidiary into the parent company, delisting it, or separating the energy business through a spin-off. Therefore, the initial mandate did not equate to a firm decision to sell, as explained by Demócrata in July.

On June 25, management placed the talks at an initial stage, with no decision made and providing public information to interested parties. On July 31, a full sale was still considered unlikely, though possible. These statements, collected by Demócrata in June and July, explain the exploratory origin of the process; they should not be confused with its current phase.

Current status

Information from October places the process at the clarification and review of proposals, negotiating price, percentage, and structure. Acciona controls approximately 91.02% of the subsidiary, and published expectations to value its capital range between 9,000 and 10,000 million euros. The economic gap and financing difficulties would have complicated the agreement.

There are also contradictory versions about the candidates. Demócrata reports on October 28 that El Confidencial attributes the withdrawal of proposals to all interested funds, while Cinco Días points only to Norges Bank's withdrawal. Therefore, it is not appropriate to present the joint withdrawal of Ardian and the EQT–Norges consortium as a definitively confirmed fact.

The most relevant news is that Acciona would be open to retaining a minority stake, reducing the required outlay for the buyer. This flexibility, described by Cinco Días, allows maintaining alternatives to a full sale: entry of a partner, alliances, or transactions on specific assets, in addition to the reorganizations initially studied.

Next steps and processing

• Confirm which proposals remain active. The first milestone is to clarify the continuity of interested parties and whether they can reformulate their offers, bring in partners, or buy a smaller percentage.
• Agree on the perimeter and price. Acciona must decide how much capital it would transfer, what stake it would retain, and what structure is financeable. Without this agreement, there is no defined operation that can proceed to execution.
• Select an alternative and document it. If a satisfactory proposal arises, the next step would be to negotiate with the chosen buyer and specify the conditions. There is no record of exclusivity or a definitive contract being announced.
• Address the potential takeover bid. Published information foresees that a control acquisition could lead to an offer for 100% and, eventually, delisting. This is a subsequent scenario, not a process confirmed as initiated.

The published expectation was to make a decision before the end of 2026, but this does not constitute a binding deadline. In summary, the next decisive advance will be business-related — confirming buyer, price, and structure; doubts about the offers make reformulation or extension of the process possible, not necessarily its cancellation.

The president of Acciona has functions of directing the board of directors and may also exercise executive and representative powers. However, Spanish corporate law does not grant him, by virtue of the presidency alone, unlimited powers nor a position superior to the board or the general shareholders' meeting. It is important to distinguish the legal powers of the presidency from those requiring bylaws, powers of attorney, or specific delegation.

1. Organization and operation of the board

The regime for listed companies under the Capital Companies Act assigns the president a central responsibility: ensuring that the board functions effectively and exercises its powers. This includes:

• Calling and presiding over board meetings.
• Preparing the agenda and directing deliberations.
• Ensuring that directors receive sufficient information with adequate notice.
• Encouraging participation of all directors and facilitating informed debate.

These organizational functions do not allow replacing collective decisions. Nor do they eliminate the right of other directors to request information or promote the calling of the board according to legal requirements.

2. Executive powers and representation

Presiding does not automatically mean managing. The president may assume executive functions, but these must derive from a valid attribution. Depending on conferred powers, he may direct ordinary activity, coordinate senior management, execute approved strategy, or intervene in certain operations.

Individual representation also does not necessarily arise from the presidency. To sign contracts, grant powers of attorney, or bind the company, he must have the corresponding statutory coverage, delegation, or authorization. Therefore, the president of Acciona should not be attributed a specific contracting power solely by his title.

When a director performs executive functions, the Capital Companies Act requires a contract approved by the board with the legal majority and without the interested party participating in deliberation and voting. That contract must include the terms of his executive remuneration.

3. Powers he cannot assume unilaterally

The board retains legally non-delegable matters, including the preparation of accounts, supervision of delegated bodies, and determination of general policies and strategies. The presidency must promote their examination, not decide them alone.

The general shareholders' meeting retains, according to article 160, powers such as approving accounts and profit application, appointing and removing directors, amending bylaws, increasing or reducing capital, and deciding on certain essential assets and structural operations.

Additionally, article 161 allows, unless otherwise provided in the bylaws, the meeting to give instructions to the administrative body or submit certain management decisions to authorization.

4. Duties, liability, and checks and balances

As an administrator, the president is subject to duty of diligence and loyalty: he must inform himself, dedicate sufficient time to the role, act in the company's interest, maintain confidentiality, and avoid conflicts of interest. He cannot personally exploit information, assets, or business opportunities belonging to the company. Breach may generate liability towards the company, shareholders, or creditors.

If the president has executive functions, the listed companies regime includes the independent director coordinator, with powers to promote meetings, request new matters, coordinate non-executives, and lead the president's evaluation. Audit and nominations and remuneration committees also act as checks, along with transparency obligations.

In Acciona, the practical conclusion is to distinguish between these legal powers and his particular faculties. The above describes the general framework: it does not prove that its bylaws or delegation agreements grant him each of the mentioned executive powers.

The last Ordinary General Meeting of Acciona, S. A. was held on June 25, 2026, in second call, and approved all resolutions submitted to vote. Among them was the re-election of three directors. It should be clarified that these were not elections to the meeting: shareholders gathered therein voted, among other matters, on the continuity of board members.

Results of the last meeting

88.29% of share capital participated, including treasury stock. According to the results communication, all resolutions received a minimum support of 86.03% of the capital with voting rights present; this percentage is the lowest recorded support, not the individual result of each re-election. Documentation can be consulted at the 2026 meeting and in the CNMV communication.

Regarding board renewal, the following re-elections were approved:

• María Salgado Madriñán, as independent director.
• Teresa Sanjurjo González, as independent director.
• Jerónimo Marcos Gerard Rivero, as external director.

The sources consulted confirm the three re-elections but do not provide a sufficiently consistent individual breakdown to assign each candidate an exact support percentage.

Additionally, shareholders approved these relevant resolutions:

• Annual accounts and management reports for fiscal year 2025.
• A minimum dividend of 5.65 euros per share, with payment scheduled for July 9.
• Continuation of KPMG as auditor until 2029.
• Increase of the total remuneration limit for non-executive directors, from 1.7 to 2.2 million euros gross annually.
• Authorization to acquire treasury shares for five years, up to a maximum of 10% of subscribed share capital.
• The possibility to call extraordinary meetings with a minimum notice of 15 days.

These results are recorded in the Demócrata report on the meeting.

Composition of the board of directors

The 2026 renewal documentation describes a board of 12 members, with seven independents, two executives, two proprietary, and one external of another category. However, the nominal list retrieved from the corporate website identifies only eleven people and shows classification differences compared to that structure. Therefore, it would not be accurate to present it as a complete and fully verified composition as of October 28, 2026.

The identified names and positions are:

• José Manuel Entrecanales Domecq: executive chairman and CEO.
• Juan Ignacio Entrecanales Franco: vice chairman and proprietary director.
• José María Pacheco Guardiola: coordinating independent director.
• Sonia Dulá: independent director.
• Carlo Clavarino: independent director.
• María Dolores Dancausa Treviño: independent director.
• Maite Arango Arias: independent director.
• María Salgado Madriñán: independent director, re-elected in June.
• Teresa Sanjurjo González: independent director, re-elected in June.
• Jerónimo Marcos Gerard Rivero: re-elected as external director.
• Javier Sendagorta Arce: external director.

Regarding committees, the corporate information consulted places Sonia Dulá at the head of Audit and Sustainability, accompanied by Carlo Clavarino, María Dolores Dancausa, and Maite Arango. Javier Sendagorta chairs Nominations and Remunerations, with Teresa Sanjurjo, Jerónimo Gerard, and María Salgado as members.

In summary, the meeting supported the continuity of the three proposed directors; the identification of the twelfth member and reconciliation of board categories remain unresolved in the sources consulted.