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General Meeting

 

What is the meaning and purpose of the General Meeting?

A General Meeting is a meeting of shareholders whose primary purpose is to make decisions on proposed agenda items that only the General Meeting can make. For the purpose of informed voting on individual agenda items, relevant information in the form of documents on individual items is available in advance. Shareholders can familiarize themselves with them prior to the General Meeting and if they have related additional questions they can submit a request for explanation.

In a company with such a large number of shareholders as ČEZ, it is necessary to set rules for the exercise of shareholder rights in such a way that shareholders are guaranteed equality in the exercise of their rights, but at the same time their right not to have the General Meeting last for an unreasonably long time is respected. In 2020, the General Meeting therefore approved the Rules of Procedure of the General Meeting (Article 13 of the Articles of Association).

Information about the General Meeting is provided in the Notice of General Meeting, which is published primarily on the company's website: www.cez.cz/en/investors/general-meetings

For the purpose of informed decision-making by the participants of the General Meeting, i.e. voting on individual agenda items, relevant information in the form of documents on individual items is available on the company’s website at least 30 days in advance. You have the opportunity to familiarize yourself with them before the General Meeting and, if you have additional questions, you can submit a request for explanation.

The purpose of publishing documents for the General Meeting in advance is to provide shareholders with a primary source of information for deciding on agenda items. This allows shareholders to prepare for the General Meeting in advance, ensuring that they can exercise their shareholder rights to the fullest extent and most effectively.

The purpose of the publication obligations associated with each General Meeting is to enable shareholders to make informed decisions on proposed agenda items. Draft resolutions on agenda items are always legally and factually justified in the Notice of the General Meeting. However, some of the draft resolutions are based on other documents published with the Notice. If shareholders wish to make an informed expression of their will with respect to the draft resolutions, it is therefore advisable that they become familiar with these documents in advance. As part of this preparation, shareholders also have sufficient time to formulate any requests for explanation and send them to the company in advance.

In order for shareholders to exercise their rights under the Rules of Procedure to the maximum extent possible, the most appropriate course of action is the following:

  • the shareholder reviews all documents in advance, i.e. in particular the published Notice of General Meeting, including supporting documents (e.g. the annual report);
  • the shareholder will write up requests in preparation and send all such requests for explanation no later than 2 business days before the General Meeting;
  • if the shareholder has additional questions at the start of the General Meeting, the shareholder may prepare an additional 10 written requests on each agenda item and submit them at the start of the General Meeting (within 1 hour) and also sign up for the first rounds of each agenda item (where they may additionally ask 5 oral requests and accompany them with a 10-minute presentation); and
  • after the explanations or speeches by the members of the bodies at the General Meeting itself, the shareholder may continue to submit requests for explanation for each agenda item on the agenda in round 2, i.e. primarily to ask oral requests, for which he or she has a total of 10 minutes, and to a certain extent also to add written requests.

The Rules of Procedure of the General Meeting are set out in the Articles of Association, in particular in Articles 7 to 13. The Rules of Procedure themselves are contained in Rule 13. In essence, it is just a working designation of this part of the Articles of Association. In other words, the Rules of Procedure are part of the Articles of Association.

The law expressly provides that the shareholders’ right to request an explanation may be regulated in terms of time and scope (Section 357(1) and (2) of the Business Corporations Act). It is also in line with the principle of proportionality to ensure that all shareholders exercise their rights at the General Meeting; a disproportionately long duration of the General Meeting materially impairs this right of (all) shareholders.

Sending a request for explanation in advance has several advantages for you:

  • the number of requests for explanation sent in advance is not limited by the Articles of Association;
  • you are not pressed for time when preparing such requests, you are not disturbed by the course of the General Meeting and you have your own facilities at your disposal and therefore during the General Meeting itself you are able to concentrate solely on the proceedings.
  • since the company prepares responses to requests for explanation sent in advance of the General Meeting, their preparation will not prolong the General Meeting (e.g. it will not be necessary to announce a technical break for their preparation), thus ensuring a more efficient and smoother course of the meeting.

Requests for explanation may be delivered in any of the following ways:

  • to the company’s data box (yqkcds6),
  • to the e-mail address valna.hromada@cez.cz
  • in person at the company’s registered office at Prague 4, Duhová 2/1444, ZIP code 140 53, or
  • by post or other courier services to the same address.

In the case of extensive written submissions, such requests for explanation must be received by one of the above methods no later than 2 working days before the General Meeting.

A shareholder’s submission that meets one of the following criteria:

  • it contains more than 10 requests for explanation on a single item of the agenda, or
  • it clearly exceeds 4 standard pages of text in total.

These limits will be applied separately to each item on the agenda. However, these limitations apply only to requests for explanation and not to shareholders’ proposals or counter-proposals or reasonable protests.

Yes, particularly if shareholders’ proposals or counter-proposals or requests of qualified shareholders to amend the agenda of the General Meeting have been submitted duly and within the deadline. The company may also publish additional information for shareholders. It is therefore in the interest of shareholders to regularly check the company website throughout the period from the publication of the Notice of General Meeting itself.

The documents and information contained therein are always approved by internal departments and competent bodies of the company well in advance of the General Meeting and are always published in the approved version.

The purpose of this document is to provide shareholders with basic simplified information regarding shareholder participation in the General Meeting. The information contained in this document is for general information purposes only and does not replace or modify the rules of procedure of the General Meeting. The information contained in this document is not intended as a source of professional or legal advice and is in no way a substitute for professional legal services. The primary sources of precise and valid rules for the exercise of shareholders' rights are the Rules of Procedure, which are contained in Article 13 of the Articles of Association of ČEZ, a. s., and Act No. 90/2012 Coll., on Business Corporations and Cooperatives (the Business Corporations Act), as amended.