Annual General Meeting 2014

Information released after the general meeting

Articles of association of ČEZ, a. s.

Outcomes of the general meeting

Voting results

Notice on payment of dividend

Information released prior to the general meeting

The Annual General Meeting of ČEZ, a. s. shall take place on 27th June 2014 from 10:00 am at Congress Centre in Prague, 5. května Street No. 65, Prague 4.

Invitation to the General Meeting

Annex to the invitation to the General Meeting (draft of modified wording of the Articles of Association)

Form of power of attorney for representation of a shareholder at the General Meeting 2014

Detailed information concerning receipt of notices of granting or revoking power of attorney for representation of ashareholder at the General Meeting 2014

Announcement about counterproposals of majority shareholder regarding items 5, 9 and 10 of the General Meeting’s agenda
The Board of Directors announces that counterproposals of majority shareholder, i.e. the Czech Republic – Ministry of Finance, regarding items 5, 9 and 10 of the General Meeting’s agenda were delivered to the Company.
Counterproposal regarding item 5 can be found here and opinion of the Board of Directors can be found here.
Counterproposal regarding item 9 can be found here and opinion of the Board of Directors can be found here.
Counterproposal regarding item 10 can be found here and opinion of the Board of Directors can be found here.

Announcement about counterproposals of shareholders regarding items 5 and 7 of the General Meeting’s agenda
The Board of Directors announces that counterproposals of shareholders regarding items 5 and 7 of the General Meeting’s agenda were delivered to the Company.
Counterproposal and opinion of Board of Directors regarding item 5 can be found here.
Counterproposals and opinions of Board of Directors regarding item 7 can be found here.

Announcement about counterproposals of shareholders regarding agenda of the General Meeting delivered after expiration of the term for making counterproposals
 
The Board of Directors announces that counterproposals of shareholders were delivered to the Company after expiration of the term for making counterproposals. The wording of counterproposals of the shareholders and opinion of the Board of Directors can be found here.

General Meeting agenda:

Item 1: Opening, election of the General Meeting chairman, minutes clerk, minutes verifiers and persons authorized to count the votes

Draft resolution on item 1 of General Meeting agenda is a part of the invitation to the General Meeting.

Item 2: The Board of Director’s report on the Company’s business operations and the state of its assets in 2013 and Summary report pursuant to Section 118(8) of the Act on Conducting Business on the Capital Market

Board of Director’s report on the Company’s business operations and the state of its assets in 2013

Annex to the Board of Director’s report on the Company’s business operations and the state of its assets in 2013

Summary report pursuant to Section 118(8) of the Act on Conducting Business on the Capital Market

Report on Relationships between the controlling entity and the controlled entity and among the controlled entity and the entities controlled by the same controlling entity (hereinafter referred to as the “Report on Relationships”) for the year 2013 compiled according to Section 82 of the Trade Corporations Act is part of the Annual Report for the year 2013 that can be found here. The opinion of the Supervisory Board to the Report on Relationships for the year 2013 according to Section 82 of the Trade Corporations Act and Article 18 (2) of the Articles of Association of the Company is part of the Supervisory Board report on the results of control activities.

No voting is being expected on this item.

Item 3: Supervisory Board report on the results of control activities

Supervisory Board report on the results of control activities

No voting is being expected on this item.

Item 4: Audit Committee report on the results of activities

Audit Committee report on the results of activities

No voting is being expected on this item.

Item 5: Decision on amendments to the Articles of Association of the Company

Draft amendments to the Articles of Association (with mark-ups)

Draft of modified wording of the Articles of Association (clean version)

Draft resolution on item 5 of General Meeting agenda is a part of the invitation to the General Meeting.

Counterproposal of majority shareholder to item 5.

Opinion of Board of Directors on the counterproposal of majoity shareholder to item 5.

Counterproposal of shareholder and opinion of Board of Directors to item 5.

Item 6: Approval of the financial statements of ČEZ, a. s. and consolidated financial statements of the CEZ Group for 2013

Financial statements of ČEZ, a. s. and consolidated financial statements of the CEZ Group for 2013

Draft resolution on item 6 of General Meeting agenda is a part of the invitation to the General Meeting.

The full versions of the financial statements of ČEZ, a. s. and consolidated financial statements of CEZ Group for the year 2013 are part of the Annual Report for the year 2013 that can be found here. The opinion of the Supervisory Board to the financial statements of the Company and consolidated financial statements of CEZ Group according to Section 447 of the Trade Corporations Act and Article 18 (5) (c) of the Articles of Association of the Company is part of the Supervisory Board report on the results of control activities.

Item 7: Decision on the distribution of profit of ČEZ, a. s. for 2013

Proposal for the distribution of profit of ČEZ, a. s. for 2013

Draft resolution on item 7 of General Meeting agenda is a part of the invitation to the General Meeting.

The opinion of the Supervisory Board to the proposal for the distribution of profit of the Company according to Section 447 of the Commercial Code and Article 18 (5) (c) of the Articles of Association of the Company is part of the Supervisory Board report on the results of control activities.

Counterproposals of shareholders and opinions of Board of Dirctors to item 7

Item 8: Update to the concept of business activities of the CEZ Group and ČEZ, a. s.

Concept of business activity (Business Policy) of CEZ Group and ČEZ, a. s.

Draft resolution on item 8 of General Meeting agenda is a part of the invitation to the General Meeting.

Item 9: Appointment of an auditor to perform a statutory audit for the financial period of calendar year 2014, 2015 and 2016

Appointment of an auditor to perform a statutory audit for the financial period of calendar year 2014, 2015 and 2016

Draft resolution on item 9 of General Meeting agenda is a part of the invitation to the General Meeting.

Counterproposal of majority shareholder to item 9.

Opinion of Board of Directors on the counterproposal of majoity shareholder to item 9.

Item 10: Decision on the volume of financial means for granting donations

Decision on the volume of financial means for granting donations

Draft resolution on item 10 of General Meeting agenda is a part of the invitation to the General Meeting.

Counterproposal of majority shareholder to item 10.

Opinion of Board of Directors on the counterproposal of majoity shareholder to item 10.

Item 11: Confirmation of co-opting, recall and election of Supervisory Board members

Election of Supervisory Board members

Draft resolution on item 11 of General Meeting agenda presented by the Board of Directors regarding election of Supervisory Board Members is a part of the invitation to the General Meeting. The next part of item 11 of the agenda relating to the confirmation of the co-opting, recall and election of Supervisory Board members will be discussed depending on the proposals presented.

Item 12: Recall and election of Audit Committee members

The Board of Directors does not present any proposal in respect of recall and election of Audit Committee members. Discussion of this item will depend on other proposals presented.

Item 13: Approval of contracts for performance of the function of Supervisory Board members

Approval of the contracts for performance of the function of Supervisory Board members

The contract for performance of the function of Supervisory Board member between ČEZ  a. s. and Ing. Jiřina Vorlová, dated 22 August 2013

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Ing. Vladimír Říha, dated 22 August 2013,

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Mgr. Jan Mareš, dated 2 January 2014,

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Prof. Ing. Michal Mejstřík, CSc., dated 2 January 2014,

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Prof. RNDr. Václav Pačes, DrSc., Dr.h.c., dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and MUDr. Milan Bajgar, dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Ing. Jiří Kadrnka, dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Mgr. Jan Mareš dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Prof. Ing. Michal Mejstřík, CSc. dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Ing. Lubomír Poul, dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Ing. Vladimír Říha dated 28 April 2014

 The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Doc. Ing. Jiří Volf, CSc., dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Vladimír Hronek, dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Radek Mucha, dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Jiří Novotný, dated 28 April 2014

The contract for performance of the function of Supervisory Board member between ČEZ, a. s. and Drahoslav Šimek, dated 28 April 2014

Draft resolution on item 13 of General Meeting agenda is a part of the invitation to the General Meeting.

Item 14: Approval of contracts for performance of the function of Audit Committee members

Approval of the contracts for performance of the function of Audit Committee members

The contract for performance of the function of Audit Committee member between ČEZ, a. s. and Ing. Alena Kochová, dated 22 August 2013,

The contract for performance of the function of Audit Committee member between ČEZ, a. s. and Ing. Radek Neužil, LL.M., dated 22 August 2013,

The contract for performance of the function of Audit Committee member between ČEZ, a. s. and Ing. Alena Kochová, dated 28 April 2014,

The contract for performance of the function of Audit Committee member between ČEZ, a. s. and Ing. Radek Neužil, LL.M., dated 28 April 2014,

The contract for performance of the function of Audit Committee member between ČEZ, a. s. and Ing. Jiřina Vorlová, dated 28 April 2014

The contract for performance of the function of Audit Committee member between ČEZ, a. s. and Ing. Ján Dzvoník, dated 28 April 2014

Draft resolution on item 14 of General Meeting agenda is a part of the invitation to the General Meeting.

Item 15: Conclusion