AGM Information • Jun 29, 2022
AGM Information
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The Ordinary General Meeting of ČEZ, a. s., the proceedings of which had commenced on June 28, 2022, and had ended on June 29, 2022, adopted the following resolutions:
The General Meeting of ČEZ, a. s. elects:
The General Meeting did not adopt any resolution concerning item 1 of the agenda.
(1) The General Meeting of ČEZ, a. s., approves the financial statements of ČEZ, a. s., prepared as of December 31, 2021.
(2) The General Meeting of ČEZ, a. s., approves the consolidated financial statements of CEZ Group prepared as of December 31, 2021.
(1) The General Meeting of ČEZ, a. s., approves the distribution of the Company's 2021 profit amounting to CZK 4,406,893,805.66 and a portion of retained earnings amounting to CZK 21,416,614,626.34 as follows:
Share in profit to be distributed to shareholders (the "dividend") ………. CZK 25,823,508,432.00
The dividend is CZK 48 per share before tax.
The record date for entitlement to the dividend is July 4, 2022. Entities that will be shareholders of the Company as at the record date for entitlement to the dividend will be entitled to the dividend.
The above-mentioned amount of the dividend is calculated from the total number of Company shares issued. The dividend allocated to treasury shares held by the Company as at the record date for entitlement to the dividend will not be paid. The amount corresponding to the dividend on treasury shares held by the Company as at the record date for entitlement to the dividend will be transferred to the retained earnings account.
The dividend is payable on November 1, 2022. The dividend will be paid through Česká spořitelna, a.s., company reg. No. 45244782, having its registered office at Olbrachtova 1929/62, Praha 4, postcode 140 00, in the manner presented to this General Meeting and published on the Company's website at www.cez.cz under the "Investors" link, in the subsection concerning the 2022 General Meeting in the "General Meetings" section together with the Board of Directors' draft resolution within this item of the General Meeting agenda, with the exception of (i) information on the payment date of the dividend, which shall be November 1, 2022, and (ii) deadline for the payment of the dividend, which shall be October 31, 2026.
(2) The General Meeting of ČEZ, a. s., approves a change in the method of payment of profit shares (dividends) approved by the General Meeting of ČEZ, a. s., for distribution to the shareholders of ČEZ, a. s.:
in a way that from November 1, 2022 onwards, dividends approved for distribution to shareholders in the years 2019 to 2021, if the shareholders are still entitled to their payment on November 1, 2022, shall be paid in the manner presented to this General Meeting for the purpose of paying dividend approved for distribution to shareholders at this General Meeting and published on the Company's website at www.cez.cz under the "Investors" link, in the subsection concerning the 2022 General Meeting in the "General Meetings" section. Dividend payment deadlines and the possibility of paying dividends in cash after December 31, 2022, according to individual resolutions of the General Meeting of ČEZ, a. s., approving the distribution of profit to shareholders in 2019 to 2021 remain unaffected.
(1) The General Meeting of ČEZ, a. s., approves a 2023 donations budget of CZK 150 million.
(2) The General Meeting of ČEZ, a. s., approves increasing the 2022 donations budget by CZK 40 million as compared to the resolution passed by the General Meeting on June 28, 2021, that is, to a total of CZK 150 million.
(all the following resolutions were adopted by the General Meeting on June 29, 2022)
The General Meeting of ČEZ, a. s., approves the update to the Business Policy of CEZ Group and ČEZ, a. s., as presented to the General Meeting by the Board of Directors.
With effect from the day following the day when this General Meeting ends, the General Meeting of ČEZ, a. s., decided to amend the Company's Articles of Association as follows:
The current wording of Article 2 (1) of the Articles of Association is replaced by the following wording:
In Article 14 (9) letter (r) and in Article 14 (10) letter (i) of the Articles of Association the words "pursuant to the Public Procurement Act" are replaced by the words "pursuant to the Act on Public Contracts Award".
The current wording of Article 14 (11) letter (d) of the Articles of Association is replaced by the following wording:
"d) long-term agreements for the purchase, sale and transit of electricity concluded for a period exceeding 3 years or if their value in each individual case exceeds CZK 3,000,000,000 (in words: three billion Czech crowns), agreements for the purchase of distribution and transmission services concerning electricity, agreements on the provision of supporting services under the Power Act, agreements for the purchase and sale of commodity derivatives and on the provision of commodity trade services, agreements for the purchase and sale of greenhouse gas emission allowances, agreements for purchase, sale, storage and transit of natural gas, agreements for the purchase of distribution and transmission services concerning natural gas and agreements for the purchase and sale of heat, all the foregoing if their value in each individual case exceeds CZK 3,000,000,000 (in words: three billion Czech crowns); in addition, the board of directors is obligated to advise members of the supervisory board in advance about the intent to make such agreement;"
(1) The General Meeting of ČEZ, a. s., approves the template service contract of a Supervisory Board member of ČEZ, a. s., as presented to the General Meeting by the Company's Board of Directors.
(2) The General Meeting of ČEZ, a. s., approves the template service contract of an Audit Committee member of ČEZ, a. s., as submitted to the General Meeting by the Company's Board of Directors.
The General Meeting of ČEZ, a. s. approves the Remuneration Report ČEZ, a. s., for the accounting period of 2021, as submitted to the General Meeting by the Company's Board of Directors.
(1) The General Meeting of ČEZ, a. s., removes Ing. Vladimír Černý from the Supervisory Board of the company ČEZ, a. s., effective as of August 31, 2022.
(2) The General Meeting of ČEZ, a. s., removes Ing. Vladimír Kohout from the Supervisory Board of the company ČEZ, a. s., effective as of August 31, 2022.
(3) The General Meeting of ČEZ, a. s., removes Ing. František Vágner from the Supervisory Board of the company ČEZ, a. s., effective as of August 31, 2022.
(4) The General Meeting of ČEZ, a. s., removes Ing. Jan Vaněček from the Supervisory Board of the company ČEZ, a. s.
(5) The General Meeting of ČEZ, a. s., confirms as a member of the Supervisory Board of the company ČEZ, a. s., Mgr. Roman Binder, date of birth April 22, 1982, residing at Spojařská 715/3, Postal Code 250 67 Klecany, who was appointed as a substitute Supervisory Board member on February 24, 2022.
(6) The General Meeting of ČEZ, a. s., elects Mr. Ing. Radim Jirout, MBA, LL.M., date of birth April 6, 1971, residing at Wolkerova 1384, Postal Code 562 01 Ústí nad Orlicí, as a member of the Supervisory Board of the company ČEZ, a. s.
(7) The General Meeting of ČEZ, a. s., elects Mr. Ing. Jiří Kadrnka, date of birth June 4, 1970, residing at Krátká 1229/18, Postal Code 693 01 Hustopeče, as a member of the Supervisory Board of the company ČEZ, a. s.
(8) The General Meeting of ČEZ, a. s., elects Mr. Mgr. Vít Doležálek, date of birth March 10, 1982, residing at Skácelova 378, Postal Code 687 34 Uherský Brod-Újezdec, as a member of the Supervisory Board of the company ČEZ, a. s.
(9) The General Meeting of ČEZ, a. s., elects Mrs. Ing. Eva Hanáková, date of birth May 21, 1977, residing at Na Bardóně 95, Postal Code 798 48 Protivanov, as a member of the Supervisory Board of the company ČEZ, a. s.
(1) The General Meeting of ČEZ, a. s., removes Ing. Jan Vaněček from the Audit Committee of the company ČEZ, a. s.
(2) The General Meeting of ČEZ, a. s., elects Mrs. Ing. Andrea Lukasíková, date of birth February 7, 1980, residing at Zelený pruh 613/48, Postal Code 147 00 Praha 4 — Braník, as a member of the Audit Committee of the company ČEZ, a. s., effective from June 29, 2022.
(3) The General Meeting of ČEZ, a. s., elects Mr. Ing. Petr Šobotník, date of birth May 16, 1954, residing at Jeseniova 2861/46, Postal Code 130 00 Praha 3, as a member of the Audit Committee of the company ČEZ, a. s.
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