Cash Tender Offer for outstanding Hybrid and new issue of European Green Hybrid
Lisbon, November 24th, 2025: EDP, S.A. (“EDP”) provides the following information to the market and to the public in general:
CASH TENDER OFFER FOR OUTSTANDING FIXED TO RESET RATE SUBORDINATED NOTES
An invitation for a cash tender offer was launched today for the debt securities identified below, subject to acceptance by EDP and certain terms and conditions set out in the respective Tender Offer Memorandum (the “Offer”). The purchase of any Notes validly tendered by the holders in the Offer is conditional, without limitation, on the successful completion of the offering of the New Notes referred to below.
Description of the Notes
€1,000,000,000 Fixed to Reset Rate Subordinated Instruments due 2083 (the “Notes”)
ISIN / Common Code
PTEDP4OM0025 / 257927911
Outstanding Nominal Amount
€1,000,000,000
The purpose of the Offer, together with the proposed issue of New Notes, is to proactively manage EDP's hybrid capital layer. The transaction is intended to keep stable the amount of the Offeror’s hybrid stock benefiting from intermediate equity content assigned by the rating agencies.
NEW SUBORDINATED EUROPEAN GREEN NOTES ISSUE
EDP also intends to issue a new series of euro-denominated fixed to reset rate subordinated notes, subject to market conditions (the “New EU Green Notes” or “New Notes”). The New Notes would be unsecured, senior to EDP’s ordinary shares and certain other subordinated instruments and junior to its senior debt obligations and the proceeds from the issue directed to EDP’s eligible green assets, as defined in EDP’s Green Finance Framework, which is available on EDP’s website. The eligible assets are fully aligned with the EU Taxonomy.
The Offer does not constitute an invitation to tender in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.
No action has been or will be taken in any jurisdiction (including Portugal) in relation to the new notes that would allow a public offering of securities.
This information is disclosed pursuant to the terms and for the purposes of the article 17 of Regulation (EU) no. 596/2014 of the European Parliament.
EDP, S.A.