CEZ A.S. — Proxy Solicitation & Information Statement 2026

Apr 23, 2026

Report Content TheGeneral Meeting of CEZ, to be convened for 1 June 2026, will decide onthe Optimization of the Ownership Structure and Governance of CEZ Groupproposed by the Board of Directors to implement the current BusinessPolicy

At itsmeeting held today, the Board of Directors of CEZ, a. s., approved aproposal for the Optimization of the Ownership Structure and Governanceof CEZ Group and resolved to submit it for approval to the GeneralMeeting to be convened for 1 June 2026.

Theproposed Optimization of the Ownership Structure and Governance of CEZGroup comprises:

A.atransfer of the customer segment of CEZ Group to a company controlledby CEZ, a. s. theCustomer Segment SubsidiaryCompanyorCSSC, and

B.apotential sale of a minority stake in CSSC and of stakes in othercompanies within the customer segment of CEZ Group.

Thecustomer segment of CEZ Group primarily includes:

TheBoard of Directors proposal is the outcome of the strategic directionapproved by shareholders at the General Meeting on 28 June 2022 as partof the Business Policy of CEZ Group. This Business Policy anticipates adifferentiated focus on the generation and customer segments togetherwith a corresponding realignment and optimization of the ownershipstructure and governance of CEZ Group's assets.

If theproposed Optimization of the Ownership Structure and Governance of CEZGroup is approved by the General Meeting, the Board of Directors willdecide whether the customer segment will be transferred to CSSC in oneor more transactions and will determine the form, scope, and timing ofsuch transfer. The Board of Directors will also decide whether, and towhat extent, a portion of the financial debt of CEZ, a. s., willbe transferred to CSSC provided that the relevant conditions are met(including, for instance, the obtaining of the required creditorconsents). Currently, the transfer of the customer segment to CSSC isexpected to be implemented by the end of the first quarter of 2027.

Thetransfer of the customer segment to CSSC may contribute to an increasein the value of the customer segment and CEZ Group as a whole. Theseparation of stable, regulated, and customer-centric activities fromgeneration activities exposed to a higher market volatility anddifferent investment risks may enable CSSC to attract a broader range offinancing banks and investors. This, in turn, may facilitate a moreefficient capital allocation and more favourable financing terms.

Thetransfer will lead to a more targeted management of the generation andcustomer segments, as well as to more precise key performance indicatorsKPIs, which may enable a more effective delivery of such KPIs andenhanced transparency. A clearer segmentation of CEZ Group's assets maythus contribute to a more accurate reflection of the value of theindividual segments in the market valuation.

At thesame time, the transfer of the customer segment to CSSC will create ascope for potential future monetization, strategic partnerships, and thesale of a minority stake in the CSSC group.

If theproposed Optimization of the Ownership Structure and Governance of CEZGroup is approved by the General Meeting, the Board of Directors will beauthorised to decide whether any potential sale of a minority stake inCSSC and of stakes in other customer segment companies will be carriedout or not. In its decision-making, the Board of Directors will takeinto account market conditions, investment opportunities, and otherrelevant circumstances.

In theevent of any such sale, the Board of Directors will also decide on itsform (such as a public offering of shares with a potential admission totrading on a stock exchange, a direct sale, a combination of such forms,or another structure) and will determine which stakes will be sold, inwhat size, and when. The proposal is structured such that CEZ Groupretains at least a 51% stake in CSSC and also in each tier of theownership chain leading to strategic companies involved in thedistribution, sale, and trading of electricity and gas, as well smartenergy services i.e. CEZ Distribuce, a. s., GasNet Group, CEZ Prodej,a.s., CEZ Group's trading arm, and CEZ ESCO, a.s..

Ifapproved by the General Meeting, the Optimization of the OwnershipStructure and Governance of CEZ Group will ensure readiness andflexibility to respond to new opportunities and risks, including inlight of uncertainty regarding future global developments in energymarkets and beyond.

Anysale of a portion of the structurally separated customer segment maycontribute to the realisation of its added value potential and supportreturns for shareholders of CEZ, a. s. CSSC may constitute an attractiveasset for investors focused on regulated, lower-risk assets whocurrently do not invest in CEZ, a. s., in particular due to itsownership of nuclear or coal assets, such as infrastructure or pensionfunds.

In thecoming years, CEZ Group also plans to undertake a capital-intensiveinvestment programme encompassing, for instance, construction ofgas-fired generation units and investments in its existing portfolio ofgeneration assets.

Inaddition, it is not possible to look away from the intention of theCzech Republic, as a 69.8% shareholder, to carry out a buyout of sharesheld by minority shareholders of CEZ, a. s., while utilising CEZ Group'sfinancial means, which has been enshrined in the Policy Statement of theGovernment of the Czech Republic dated 5 January 2026 and has beenrepeatedly publicly proclaimed by members of the Government.

Forthese purposes, approval of the Optimization of the Ownership Structureand Governance of CEZ Group by the General Meeting will create a scopefor optimization CEZ Group's financial position.