CLEAN ENERGY OF TOMORROW

Notice of General Meeting

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The Board of Directors of ČEZ, a. s., a joint-stock company with its registered office at Duhová 2/1444, 140 53 Praha 4, Company Reg. No.: 45274649, registered in the Commercial Register kept by the Municipal Court in Prague, Section B, File 1581, hereby convenes an Annual General Meeting, which will be held at Prague Congress Center, 5. května 65, 140 21, Praha 4, on June 1, 2026, from 9:00 a.m.

Agenda of the Annual General Meeting:

Company Bodies Reports
Approval of the Separate Financial Statements of ČEZ, a. s., and the Consolidated Financial Statements of CEZ Group for the Year 2025
Decision on the Distribution of Profit of ČEZ, a. s.
Update of the Business Policy of CEZ Group and ČEZ, a. s.
Optimization of the Ownership Structure and Governance of CEZ Group
Decision to Amend the Company's Articles of Association
Decision on Appointment of an Independent Auditor
Decision on Donations Budget
Approval of the Remuneration Report of the Body Members of ČEZ, a. s., for the Accounting Period of 2025
Removal and Election of Supervisory Board Members
Removal and Election of Audit Committee Members

Record Date for Attendance at the General Meeting and Explanation of Its Significance

The record date for attending the General Meeting is May 25, 2026 (the "Record Date"). The significance of the Record Date is that the right to attend the General Meeting and to exercise the rights of a shareholder, including voting, is vested in each person recorded as a shareholder in the statutory register of investment instruments (Central Securities Depository) on the Record Date, unless it is proven that the record does not correspond to facts at the Record Date. The extract from the register of investment instruments is to be obtained by the Company.

Attendance at the General Meeting

1. Registration and Representation of Shareholders at the General Meeting

Registration of the shareholders will start at the General Meeting's venue at 7:30 a.m. on the day the General Meeting is held. Shareholders attend a General Meeting in person or by proxy. In compliance with the Company's Articles of Association and with Section 399(2) of Act No. 90/2012 Coll., on Business Companies and Cooperatives (Business Corporations Act), as amended (the "Business Corporations Act"), the participation of another person appointed by the shareholder is not permitted, except for a person providing assistance to a disabled shareholder. Personal data of individuals that may attend the General Meeting as shareholders or their proxies will be processed in connection with the General Meeting; details are provided on the Company's website at www.cez.cz under the "Investors" link, in the subsection concerning the 2026 General Meeting in the "General Meetings" section.

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A power of attorney must be made in writing, must indicate whether it has been granted for representation at one or several General Meetings, and the signature of the principal must be officially certified. A shareholder may grant a power of attorney by completing the form that the Company has made available along with this Notice in hard copy at the Company's registered office and in electronic form on the Company's website and which contains the basic required details of a power of attorney. For more details on obtaining the form, refer to Section 2.e of this Notice.

A shareholder may also notify the Company of the granting or revocation of a power of attorney electronically at [email protected]. Such a notification must be signed with an advanced electronic signature based on a qualified certificate for electronic signature or a qualified electronic signature pursuant to Act No. 297/2016 Coll., on trust services for electronic transactions, as amended. A shareholder may also send a notification pursuant to the first sentence of this paragraph signed by the shareholder from their data box to the Company's data box at: yqkcds6. A notification of the granting of a power of attorney must also contain, in particular: the name, date of birth and address of residence of the principal and the representative, if they are individuals; the business name, identification number, and registered office of the principal and the representative, if they are legal entities; whether the power of attorney is granted to the proxy for representation at the Company's Annual General Meeting held on June 1, 2026, or at several General Meetings; whether the representative may grant a substitute power of attorney and the date of granting the power of attorney. A notification of the revocation of a power of attorney must contain, in addition to the identification of the principal and the representative as above, a detailed specification of the revoked power of attorney (in particular, a sufficiently specific description of the scope of authorization granted and the granting date of the power of attorney) and the effective date of the revocation of the power of attorney. If a notification of the granting or revocation of a power of attorney does not allow the Company to assess the compliance of the power of attorney or its revocation with legal requirements or unambiguous identification of the signatory (in particular, if it is not signed with an advanced electronic signature based on a qualified certificate for electronic signature or a qualified electronic signature pursuant to Act No. 297/2016 Coll., on trust services for electronic transactions, as amended, in email communication), the Company is entitled, but not obliged, to request additional information to prove the shareholder's representation or its revocation. If a shareholder's notification of the granting of a power of attorney to represent the shareholder at the General Meeting meets all specified requirements, the Company will not request that the power of attorney be handed over during shareholder registration.

A shareholder may also be represented at the General Meeting or for the exercise of other rights attached to shares by a person registered in a register of investment instruments or a register of book-entry securities as an administrator and/or as a person authorized to exercise rights attached to a share. The authority of such an administrator or a person to represent the shareholder at the General Meeting is evidenced by an extract from statutory register (Central Securities Depository), which is to be obtained by the Company. This is without prejudice to the obligations of an administrator or person authorized to exercise the shareholders' rights or their representative during registration at the General Meeting pursuant to the following paragraphs of this Section 1.

If a representative or an administrator represents more than three shareholders under powers of attorney at the General Meeting, we recommend contacting the Company at [email protected] sufficiently in advance regarding the specification of a procedure for presenting such powers of attorney to the Company and the specification of the number of ballot sets that will be required by the representative (with respect to possibly different instructions for voting by the shareholders represented by them) in order to ensure seamless shareholder registration on the date of the General Meeting.

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A shareholder, who is an individual, proves his/her identity on registration by presenting his/her identity card. A member of the statutory body of a shareholder that is a legal entity proves his/her identity on registration by presenting his/her identity card and submits an original or an authenticated copy of an extract from the commercial register or other document certifying the existence of the legal entity and the manner in which the statutory body acts on behalf of the legal entity. In addition, a shareholder's representative (other than an administrator and/or person authorized to exercise rights attached to a share registered in a register of investment instruments or a register of book-entry securities) is required to submit a written power of attorney with an officially certified signature of the principal unless the Company was duly notified of the authorization in advance in electronic form in accordance with the rules indicated above. A representative whose right to represent a shareholder is based on a fact other than authorization is required to present documents attesting such right. We encourage all participants of the General Meeting (especially if they act in more than one role as described in this paragraph) to arrive at the General Meeting to register sufficiently in advance of the commencement to ensure they use the time available for registration.

Documents authenticated by foreign authorities by virtue of which a shareholder or their representative proves their identity are to be superlegalized or provided with a stamp of apostille (certification), unless an agreement on legal assistance exists between Czechia and the country where the document was authenticated. If the aforementioned documents or authentication certificates are executed in a foreign language, they must also bear a certified translation into Czech.

Shareholders that are legal entities with registered office in Czechia and legal arrangements that are obliged to register the beneficial owner in accordance with Act No. 37/2021 Coll., on the Register of Beneficial Owners, and that will have no beneficial owner in accordance with the above act registered as at the date of the General Meeting, shall not be entitled to exercise at the General Meeting the voting rights attached to their shares. Due to the current unavailability of the public part of the Register of Beneficial Owners (since December 17, 2025), any subsequent fulfillment of the obligation to register the beneficial owner (pursuant to the preceding sentence) that occurred in the period between the record date for attending the General Meeting and the date of the General Meeting must be proven no later than during registration by submitting a written original or a certified copy of an extract from the Register of Beneficial Owners.

During registration, official electronic versions of identity cards (presented through the eDoklady application) will also be accepted. As part of this electronic verification, it will be necessary to allow the verification of the following details: first name, last name, appearance, place of permanent residence, date of birth and birth number of the verified person.

2. Rights of Shareholders Associated with Attendance at the General Meeting and the Manner of Exercising Such Rights

Shareholders may exercise their rights at the General Meeting under the conditions stipulated by law and outlined below, i.e., to vote, request and receive explanations about matters relating to the Company or entities controlled by the Company if such an explanation is necessary for assessing the matters on the General Meeting agenda or for exercising shareholder rights at the General Meeting, submit proposals and counterproposals and to file protests. Shareholders may exercise such rights in person or by proxy. Shareholders bear their own expenses for attending and participating in the General Meeting.

The rules specified in the General Meeting's rules of procedure will be applied at the General Meeting in accordance with Article 13 of the Company's Articles of Association. The Company's Board of Directors has further adopted technical measures necessary to ensure due course of the General Meeting compliant with the rules of procedure. Main principles of the rules of procedure and related technical measures are described below.

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Duration of the General Meeting: Each General Meeting shall, as a general rule, last for a maximum of 10 hours from its opening, whereas this maximum duration shall not include the time when (i) the Board of Directors (or other elected body) submits its proposals, reports, or other communications to the General Meeting; (ii) a break is declared in order to prepare responses to the submitted requests for explanation; and (iii) the General Meeting is suspended due to a fact preventing the continuation of its regular course. In this context, the Company would like to point out that the presented documents (such as reports of the Company's bodies submitted under item 1 of the General Meeting's agenda, manner of dividend payment, etc.) may not be read during the course of the General Meeting itself or may not be read in full, except for cases where the laws require so.

If during the General Meeting it becomes clear that it is not possible to discuss all matters on its agenda without exceeding the specified maximum duration, the Board of Directors is entitled (even repeatedly, or after exceeding this maximum duration) to propose to the General Meeting either (i) suspension of the discussion and the transfer of the outstanding matters to another specified date, time, and place (but not later than the fifth business day following the commencement day of the General Meeting), or (ii) transfer of unresolved matters to the next General Meeting pursuant to Section 409 of the Business Corporations Act. The Board of Directors is obliged to submit to the General Meeting a proposal for any of the above-mentioned decisions whenever it receives an appropriate initiative from the Chairman of the General Meeting. If the General Meeting fails to adopt any of the above decisions, the General Meeting shall continue to be held beyond this maximum duration.

Discussion on requests for explanation: Requests for explanation shall be discussed separately for each relevant item on the General Meeting's agenda, unless otherwise specified for the relevant agenda item in this Notice, in two rounds.

Requests for explanation are preferred (but not mandatory) in written form. A shareholder is obliged to submit written submissions containing a request for explanation either before the commencement of the General Meeting by delivering it to the Company, or at the General Meeting via the information center. A shareholder is not entitled to read a written submission containing a request for explanation during their oral address; this is without prejudice to the possibility of using written notes for their oral addresses. A shareholder is obliged to deliver any extensive submissions with requests for explanation (containing more than 10 requests for explanation or clearly exceeding 4 standard pages of text for each individual item on the General Meeting's agenda; the „Extensive Submissions“) to the Company in writing at least two business days before the date of commencement of the General Meeting (i.e., until May 28, 2026). Other written requests for explanation to all first rounds of the individual items on the General Meeting's agenda may be delivered no later than one hour from the commencement of the General Meeting.

Written requests for explanation, which will be submitted to the Company before the commencement of the course of the General Meeting (including Extensive Submissions), may be delivered by one of the following means: (i) via the Company's data box, (ii) via email to [email protected], (iii) in person to the registry at the Company's registered office at Duhová 2/1444, 140 53 Praha 4 (in case of Extensive Submissions no later than on May 28, 2026 by 5:00 p.m., and in case of other written submissions no later than on May 29, 2026, no later than by 4:00 p.m.), or (iv) by mail or other delivery services to the same address (in such a case the consignment must be delivered in case of Extensive Submission no later than on May 28, 2026 by 5:00 p.m., and in case of other written submission no later than on May 29, 2026 by 4:00 p.m.).

A shareholder is further entitled to submit their request for explanation as a part of their oral address, during the first or second round of discussions of the requests for explanation, provided that they apply for the relevant round in time and observe other rules set out for individual rounds during their address.

In each first round of individual items on the General Meeting's agenda, each shareholder may speak only once with their address, whereas the address is limited in time (maximum 10 minutes), and they may submit a maximum of 5 requests for explanation during the address. In addition, they shall be entitled to add an oral rationale or explanation to their requests for explanation submitted in their written submissions. It shall be possible to apply for the first rounds of the individual items on the General Meeting's agenda no later than one hour from the commencement of the General Meeting.

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In second rounds of individual General Meeting's agenda items, the number of addresses by one shareholder is not limited, but the total duration of all their addresses within an individual General Meeting's agenda item may not exceed 10 minutes. It shall be possible to apply for the oral address always until the given second round of the relevant General Meeting's agenda is terminated (on condition that the shareholder did not use up the total time for oral addresses). The second round of the particular agenda item ends with the submission of an explanation to all submitted requests for explanation, provided that no other shareholders have applied for their address.

The above stated restrictions apply for a representative of several shareholders as if he was a representative of single shareholder.

Providing explanations: The Company will provide the shareholder with an explanation unless no response needs to be given under the law. Explanations may be provided as a summary response to multiple questions with similar contents. The Company will provide to the shareholder explanation on matters relating to the current General Meeting directly at that General Meeting. If that is not possible due to the complexity of the explanation, the Company will provide the explanation to the shareholder within 15 days following the date of the General Meeting. An explanation is deemed as provided to the shareholder even if the information was published on the Company's website no later than on the day preceding the course of the General Meeting and is available to the shareholder at the venue of the General Meeting.

Technical measures: During the registration the respective shareholder (or its representative) shall receive a card, which shall serve for their identification when executing their shareholder rights, in particular for submitting written requests for explanation, applying for oral addresses and identifying themselves during oral addresses. Such shareholder's card is non-transferable and may be used solely by the shareholder (or their representative respectively) to whom it was issued. The Company uses a technical solution during the course of the General Meeting, which enables the monitoring of the number of written requests for explanation submitted and the transparent monitoring of the duration of oral addresses of individual shareholders, to ensure the compliance with condition stipulated by the General Meeting's rules of procedure. Basic information on how to use the shareholder's card and an overview of main rules for submitting requests for explanation in accordance with the General Meeting's rules of procedure will be available on the Company's website www.cez.cz under the "Investors" link, in the subsection concerning the 2026 General Meeting in the "General Meetings" section, and also in printed form at the venue of the General Meeting.

Further information and instructions for shareholders related to the General Meeting may be continuously published on the Company's website www.cez.cz under the "Investors" link, in the subsection concerning the 2026 General Meeting in the "General Meetings" section. Shareholders are therefore advised to keep this section of the Company's website under continuous review, particularly during the last five business days prior to the General Meeting. Shareholders are also advised to consult the content of the information website located on the Company's website www.cez.cz under the "Investors" link in the "General Meetings" section for answers to frequently asked questions related to the proceedings of the General Meeting.

a. Number of Shares and Voting Rights

The Company's registered capital is CZK 53,798,975,900 (in words: fifty-three billion seven hundred ninety-eight million nine hundred seventy-five thousand nine hundred Czech crowns) and is divided into 537,989,759 shares (in words: five hundred thirty-seven million nine hundred eighty-nine thousand seven hundred fifty-nine shares), each with a nominal value of CZK 100 (in words: one hundred Czech crowns). One vote is attached to each Company share with a nominal value of CZK 100 (in words: one hundred Czech crowns); the total number of votes attached to Company shares thus amounts to 537,989,759 votes (in words: five hundred thirty-seven million nine hundred eighty-nine thousand seven hundred fifty-nine votes). All the shares of the Company are issued as book-entry bearer shares and have been admitted to trading on a European regulated market.

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b. Attendance and Voting at the General Meeting

Attending shareholders are registered in an attendance list, specifying the business name or the name and the registered office of the legal entity or the name and the place of residence of the individual that is a shareholder, and/or a representative of the same, the number and nominal value of shares entitling the shareholder to vote or, as the case may be, information that such a share does not entitle its holder to vote. Shareholders – legal entities with registered office in Czechia and legal arrangements that are obliged to register the beneficial owner in accordance with Act No. 37/2021 Coll., on the Register of Beneficial Owners, and that will have no beneficial owner in accordance with the above act registered as at the date of the General Meeting, shall not be entitled to exercise at the General Meeting the voting rights attached to their shares. The Company shall also take appropriate measures if the shareholder is an entity against whom the Czech Republic applies international sanctions pursuant to Act No. 69/2006 Coll., on the implementation of international sanctions, as amended, or pursuant to other legislation, and the relevant legislation restricts or prohibits such entity from participating in the General Meeting or exercising voting or other rights at the General Meeting.

Voting at the General Meeting takes place after the General Meeting has been informed of all shareholder proposals and counterproposals duly and timely submitted for the item on the General Meeting agenda that is to be voted on; firstly, the Board of Directors' proposal is voted on; secondly, the Supervisory Board's proposal is voted on; thirdly, proposals and counterproposals submitted by shareholders are voted on in the order of submission. Once a submitted proposal is approved, no other proposals or counterproposals contradicting the approved proposal are voted on. Debate and/or voting on other matters proceed in compliance with the Articles of Association and the Business Corporations Act.

Voting is executed by ballot according to instructions given by the chairperson of the General Meeting. In their ballot, each shareholder makes their choice for a proposed resolution that is voted on by crossing through "FOR" or "AGAINST" and signing the ballot. If a shareholder wishes to abstain from voting, they do not submit their ballot. Unsigned ballots are invalid. Ballots that do not allow identifying the shareholder's will are also invalid. If a shareholder submits an invalid ballot or a ballot other than the one that should have been used for voting on the given item, the shareholder is deemed to abstain from voting.

The General Meeting decides by a simple majority of votes of attending shareholders, unless the law or the Company's Articles of Association require a different majority.

c. Right to Submit Proposals and Counterproposals

A shareholder may submit proposals and counterproposals on matters included in the General Meeting agenda unless the impossibility to submit a proposal or counterproposal by the shareholder arises from the nature of the matter in question.

If a shareholder wishes to submit a proposal or counterproposal to the matters on the General Meeting agenda, such proposal or counterproposal must be delivered to the Company in writing no later than 10 days before the General Meeting is held by one of the following means: (i) via the Company's data box, (ii) via email to [email protected], (iii) in person to the registry at the Company's registered office at Duhová 2/1444, 140 53 Praha 4, or (iv) by mail or other delivery services to the same address, always no later than on Friday, May 22, 2026; the registry accepts filings pursuant to points (iii) and (iv) above on business days until 5:00 p.m., only on Fridays until 4:00 p.m. The 10-day deadline prior to the General Meeting will not be applied to proposals to elect or remove particular individuals to/from the Company's bodies or related proposals and counterproposals concerning such persons. The Board of Directors will publish the proposals and counterproposals (including their rationale, if any) delivered within the above deadline together with the Board of Director's position on the Company's website www.cez.cz under the "Investors" link, in the subsection concerning the 2026 General Meeting in the "General Meetings" section. Proposals and counterproposals received after the above deadline will not be discussed at the General Meeting.

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d. Right to Request that a Particular Matter Be Included in the General Meeting Agenda

If so requested by a Company shareholder or shareholders holding shares whose total nominal value is at least 1% of the Company's registered capital, the Board of Directors will include a matter requested by them in the General Meeting agenda provided that each such matter is supplied with a draft resolution or a rationale for inclusion. The request must be delivered to the Company no later than 10 days before the record date by one of the following means: (i) via the Company's data box, (ii) via email to [email protected], (iii) in person to the registry at the Company's registered office at Duhová 2/1444, 140 53 Praha 4, or (iv) by mail or other delivery services to the same address, always no later than on Friday, May 15, 2026; the registry accepts filings pursuant to points (iii) and (iv) above on business days until 5:00 p.m., only on Fridays until 4:00 p.m.

e. Manner and Place for Obtaining Documents

From the publication of this Notice until the date of the General Meeting (inclusive), shareholders may:

inspect and familiarize themselves with the text of the Notice of the Annual General Meeting, including draft resolutions of the General Meeting and their rationale, or statements of the Board of Directors on individual points on the agenda of the General Meeting, including annexes and related documents and including shareholders' relevant proposals and counterproposals (if duly delivered to the Company) and the Board of Directors' comments on such proposals/counterproposals, in the Company's registered office at Duhová 2/1444, 140 53 Praha 4, as well as in the Company building at Duhová 1/425, 140 00 Praha 4, on business days from 8:00 a.m. to 4:00 p.m.; in this manner, shareholders may also inspect and familiarize themselves with the complete draft of the amendments to the Company's Articles of Association submitted to the General Meeting for decision;
obtain a printed form of a power of attorney to represent a shareholder at the General Meeting in the Company's registered office at Duhová 2/1444, 140 53 Praha 4, as well as in the Company building at Duhová 1/425, 140 00 Praha 4, on business days from 8:00 a.m. to 4:00 p.m., or, as the case may be, request in person at the addresses given above or in writing at the Company's registered office that a printed copy of the form be sent to them at their own expense and at their own risk;
Download the following documents in electronic form from the Company's website https://www.cez.cz/generalmeeting2026:
Notice of the Annual General Meeting including also draft resolutions of the General Meeting and their rationale, or statements of the Board of Directors on individual items on the agenda of the General Meeting, including annexes and related documents and including relevant proposals or counterproposals of shareholders (if duly delivered to the Company) and the Board of Directors' comments on such proposals/counterproposals,
Form of the power of attorney, or have the form sent electronically at the email address: [email protected]
Familiarize themselves with the text of the Notice of the Annual General Meeting in the Commercial Bulletin and, where appropriate, in other information sources.

The email address [email protected] is reserved solely for the purposes listed herein.

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Information for shareholders will also be provided at the General Meeting venue on the date of the General Meeting as follows:

Documents regarding the General Meeting agenda, including CEZ Group's 2025 Annual Financial Report and the Company's Articles of Association, will be available in electronic form on several PC stations;
CEZ Group's 2025 Annual Financial Report will also be available in printed form in a limited number of copies at the venue of the General Meeting;
The Company's Articles of Association will be available for review in a printed form in the information center of the General Meeting;
Procedural information related to the course of the General Meeting, including the basic information on how to use the shareholder's card and an overview of main rules for submitting requests for explanation in accordance with the General Meeting's rules of procedure, will be provided to shareholders through the information center.

The Company has complied with its publication obligation in relation to the documents regarding the General Meeting agenda, in particular, electronically via the Company's website www.cez.cz under the "Investors" link, in the subsection concerning the 2026 General Meeting in the "General Meetings" section (see also the third bullet in this section). The Company advises the shareholders that they arrange in advance access to such published documents for the duration of the General Meeting, if they consider it necessary for the exercise of their shareholder rights, by own print or, as the case may be, on their own electronic equipment (tablets, mobile phones, laptops, etc.).

General Meeting draft resolutions and the rationales thereof or comments of the Board of Directors on the individual items on the General Meeting agenda:

Item 1: Company Bodies Reports

Board of Directors' comment:

The Board of Directors' Report on the Company's Business Activities is presented to the General Meeting in compliance with the Company's Articles of Association. Further the Summary Report pursuant to Section 118(6) of Act No. 256/2004 Coll., Capital Market Undertakings Act, as amended (hereinafter referred to as the "CMUA" or the "Capital Market Undertakings Act") and Conclusions of the Related Parties Report are presented to the General Meeting in compliance with the law and the Company's Articles of Association.

Furthermore, the Supervisory Board Report is presented to the General Meeting in compliance with the law and the Company's Articles of Association. The Supervisory Board Report includes comments on the Company's separate financial statements and consolidated financial statements for 2025, and on the proposal for the distribution of the Company's profit pursuant to Section 447(3) of the Business Corporations Act and Article 18(5)(c) of the Company's Articles of Association and on the Related Parties Report pursuant to Section 83(1) of the Business Corporations Act and Article 18(5)(c) of the Company's Articles of Association.

In accordance with the Company's Articles of Association, the Audit Committee's Report on the Results of Activities is also presented to the General Meeting.

There is no draft resolution submitted within this agenda item, as this agenda item is not voted on.

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Item 2: Approval of the Separate Financial Statements of ČEZ, a. s., and the Consolidated Financial Statements of CEZ Group for the Year 2025

Draft resolution (1):

The General Meeting of ČEZ, a. s., approves the separate financial statements of ČEZ, a. s., prepared as of December 31, 2025.

Draft resolution (2):

The General Meeting of ČEZ, a. s., approves the consolidated financial statements of CEZ Group prepared as of December 31, 2025.

Rationale:

In accordance with the relevant provisions of the law and the Company's Articles of Association, the Board of Directors submits to the General Meeting the separate financial statements of ČEZ, a. s., and the consolidated financial statements of CEZ Group as of December 31, 2025.

Pursuant to Sec. 19a and Sec. 23a of the Act No. 563/1991 Coll., on accounting, as amended (hereinafter the "Accounting Act"), the separate financial statements of ČEZ, a. s., and the consolidated financial statements of CEZ Group as of December 31, 2025, were prepared in accordance with IFRS Accounting Standards as adopted by the European Union. Both sets of prepared financial statements comprise, respectively, the following financial statements, or the consolidated financial statements: a balance sheet, a statement of income, a statement of comprehensive income, a statement of changes in equity, and a statement of cash flows and notes to the separate financial statements, or notes to the consolidated financial statements.

In accordance with the relevant provisions of the Accounting Act, the separate financial statements and the consolidated financial statements have been audited by an independent auditor. The audit was performed by the company Deloitte Audit s.r.o. According to the independent auditor's opinion dated April 7, 2026, the separate financial statements give a true and fair view of the financial position of ČEZ, a. s., as at December 31, 2025, and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union. According to the independent auditor's opinion dated April 7, 2026, the consolidated financial statements give a true and fair view of the consolidated financial position of CEZ Group as at December 31, 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union.

The separate financial statements of ČEZ, a. s., and the consolidated financial statements of CEZ Group are part of the CEZ Group's Annual Financial Report in their entirety, available to shareholders at the General Meeting and on the Company's website. The data from the financial statements and the consolidated financial statements, i.e., the balance sheet, statement of income, statement of comprehensive income, statement of changes in equity, and statement of cash flows, are also presented within the documents on this agenda item of the General Meeting of the Company published on the Company's website www.cez.cz under the link "Investors" in the section of "General Meetings" concerning the General Meeting of 2026.

Audit Committee of ČEZ, a. s., in accordance with the Act on Auditors, monitored the procedure of compilation of the separate financial statements of ČEZ, a. s., and the consolidated financial statements of CEZ Group and the procedure and results of the mandatory audit of these financial statements and did not find any significant deficiencies in these procedures. Financial statements were discussed by the Board of Directors of ČEZ, a. s., audited by an independent auditor giving the opinions cited above, and reviewed by the Company's Supervisory Board with the conclusion that the Supervisory Board did not find any deficiencies or misstatements during the review and recommends that the General Meeting approve both financial statements. In accordance with the above-mentioned facts, the Board of Directors proposes to the General Meeting to approve the separate financial statements of ČEZ, a. s., as of December 31, 2025, and the consolidated financial statements of CEZ Group as of December 31, 2025.

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Item 3: Decision on the Distribution of Profit of ČEZ, a. s.

Draft resolution:

The General Meeting of ČEZ, a. s., approves the distribution of the 2025 profit of ČEZ, a. s., in the amount of CZK 23,036,348,415.31 as follows:

Share in profit to be distributed to shareholders (hereinafter the "dividend"). . . CZK 22,595,569,878.00
Transfer to the retained earnings account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CZK 440,778,537.31

The dividend is CZK 42 per share before tax.

The record date for entitlement to the dividend is June 5, 2026. 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 August 3, 2026. The dividend will be paid through Česká spořitelna, a.s., Company Reg. No. 45244782, with its registered office at Olbrachtova 1929/62, 140 00 Praha 4, in the manner published on the Company's website www.cez.cz under the "Investors" link, in the subsection concerning the 2026 General Meeting in the "General Meetings" section. The right to the dividend shall not expire before August 2, 2030.

Rationale:

Pursuant to the applicable provisions of law and the Company's Articles of Association, decisions on the distribution of profit are within the powers of the General Meeting. The proposal for the distribution of profit of ČEZ, a. s., as presented by the Board of Directors to the General Meeting for approval, is in compliance with the applicable provisions of the law and the Company's Articles of Association.

The submitted proposal for the distribution of profit to shareholders is based on the dividend policy in force, defining the dividend payment in the amount derived from CEZ Group's consolidated net profit for the past year. The Company's current dividend policy assumes a dividend of 60–80% of CEZ Group's consolidated net income attributable to equity holders of the parent company, adjusted for extraordinary effects (hereinafter "adjusted net income"). Adjusted net income for 2025 amounted to CZK 28,118 million. The proposed dividend constitutes 80% of the adjusted net income for 2025.

The Board of Directors' proposal for the distribution of profit of ČEZ, a. s., complies with the legal requirements and reflects the current strategy and accounts for the current outlook for and stability of estimated cash flows with the aim of maintaining CEZ Group's medium-term financial stability.

The Supervisory Board reviewed the Board of Directors' presented proposal for the distribution of profit of ČEZ, a. s., recommending that the General Meeting approve it.

The detailed conditions for the manner of dividend payment are available on the Company's website www.cez.cz under the "Investors" link, in the subsection concerning the 2026 General Meeting in the "General Meetings" section.

We would like to point out that the conditions for the manner of dividend payment are subject to partial changes for shareholders who are obliged to register the beneficial owner pursuant to Act No. 37/2021 Coll., on the Register of Beneficial Owners, as amended, i.e., in particular legal entities with their registered office in the Czech Republic. These shareholders are now obliged to provide an extract from the Register of Beneficial Owners, due to the Register of Beneficial Owners no longer being publicly accessible. For the same reason, the procedure for submitting requests for unpaid dividends for previous years is also being adjusted for these shareholders. For details, please refer to the information on the manner of dividend payment on the Company's website www.cez.cz, either under the "Investors" link in the "General Meetings" section, in the subsection relating to the relevant General Meeting that approved the dividend to which the request relates, or under the "Investors" link in the "Shares" section, in the "Dividends" subsection.

www.cez.cz

Item 4: Update of the Business Policy of CEZ Group and ČEZ, a. s.

Draft resolution:

The General Meeting of ČEZ, a. s., approves the update of the Business Policy of CEZ Group and ČEZ, a. s., as presented to the General Meeting by the Board of Directors.

Rationale:

In accordance with Art. 8(1)(p) of the Articles of Association of ČEZ, a. s., the proposed updated Business Policy of CEZ Group and ČEZ, a. s., shall be presented to the General Meeting for approval. The proposed updated Business Policy of CEZ Group and ČEZ, a. s., reflects the current trends in the energy sector and considers CEZ Group's current situation and expected future developments, including potential opportunities and risks. The proposed update also reflects current geopolitical and macroeconomic developments, while the strategic pillars, essential points, and assumptions of the concept approved by the General Meeting in 2022 remain intact.

The proposed updated text of the Business Policy of CEZ Group and ČEZ, a. s., was published on the Company's website www.cez.cz under the link "Investors", in the "General Meetings" section, in the part related to the 2026 Annual General Meeting.

Item 5: Optimization of the Ownership Structure and Governance of CEZ Group

Draft resolution:

The General Meeting of ČEZ, a. s. ("ČEZ"), pursuant to Section 421(2)(m) of Act No. 90/2012 Coll., on Business Companies and Cooperatives (the Business Corporations Act), as amended (the "BCA"), and Article 8(1)(j) of the Articles of Association of ČEZ, approves:

A. a transfer of the customer segment of ČEZ consisting of:

(i) shares in ČEZ Distribuce, a. s.,
(ii) shares in Czech Gas Networks S.à r.l.,
(iii) shares in ČEZ Prodej, a.s.,
(iv) shares in ČEZ ESCO, a.s.,
(v) shares in ČEZ Invest Slovensko, a.s.,
(vi) (a) assets and liabilities of ČEZ related to the trading arm, as defined within the organizational structure of ČEZ, and further consisting in shares in CEZ Hungary Ltd., and
(b) shares in a company directly controlled, within the meaning of Section 74 et seq. of the BCA (a company "Controlled"), by ČEZ to which such assets and liabilities or any part thereof may be transferred or otherwise pass,
(vii) shares in a company directly Controlled by ČEZ to which shares in Elevion Group B.V. may be transferred or otherwise pass

(the companies listed in items (i) through (vii) above, including their legal successors, if applicable, the "Customer Segment Companies") and

(viii) other parts of assets and liabilities of ČEZ related to the Customer Segment Companies and/or companies Controlled by them

(items (i) through (viii) above collectively, the "Customer Segment")

to a company Controlled by ČEZ (the "Subsidiary") as follows:

the transfer will be carried out through one or more transactions, and
the Board of Directors of ČEZ will decide to what extent the Customer Segment will be transferred;

B. a transfer for consideration of shares in the Subsidiary to any person(s) as follows:

the transfer will be carried out through one or more transactions,
the Board of Directors of ČEZ will decide whether, and to what extent, such shares will be transferred, taking into account market conditions, investment opportunities, and other relevant circumstances, and
following the completion of the transfer, ČEZ will hold shares representing at least a 51% stake in the registered share capital and voting rights in the Subsidiary;

C. a transfer for consideration of shares in the Customer Segment Companies and/or companies Controlled by the Subsidiary and/or a Customer Segment Company to any person(s) as follows:

the transfer will be carried out through one or more transactions,
the Board of Directors of ČEZ will decide whether, and to what extent, such shares will be transferred, taking into account market conditions, investment opportunities, and other relevant circumstances, and
following the completion of the transfer,

(a) ČEZ and each other company in the ownership chain between ČEZ and each Customer Segment Company listed in items (i), (ii), (iii), (iv) and (vi)(b) of part A. above and
(b) the Customer Segment Company listed in item (ii) of part A. above and each other company in the ownership chain between the Customer Segment Company listed in item (ii) of part A. above and each company Controlled by it

will hold shares representing at least a 51% direct stake in the registered share capital and voting rights in each company constituting the immediately subsequent link in the relevant ownership chain.

Rationale:

To the wording of the Draft Resolution

The Board of Directors of ČEZ, a. s. submits to the General Meeting, pursuant to Section 421(2)(m) of Act No. 90/2012 Coll., on Business Companies and Cooperatives (the Business Corporations Act), as amended, and Article 8(1)(j) of the Articles of Association of ČEZ, a. s., for its approval:

A. a transfer of the customer segment of CEZ Group to a company controlled by ČEZ, a. s. (the "Customer Segment Subsidiary Company" or "CSSC"),
B. a potential sale of a minority stake in the Customer Segment Subsidiary Company, and
C. a potential sale of stakes in other Customer Segment Companies of CEZ Group,

all under the conditions set out in the proposed Draft Resolution and summarized and further commented on below.

The customer segment of CEZ Group primarily includes:

distribution of electricity and natural gas (ČEZ Distribuce, a. s., and the stake of ČEZ, a. s. in GasNet Group),
sale of electricity and natural gas to end customers (ČEZ Prodej, a.s.),
trading in electricity, natural gas, and related commodities (the trading arm of ČEZ, a. s., and CEZ Hungary Ltd.),
smart energy services (the ČEZ ESCO, Elevion and ČEZ Invest Slovensko groups), and
telecommunication services (the Telco Pro Services group).

It follows from the above that, in addition to the companies, a transfer of which to CSSC is subject to approval by this General Meeting, the Telco Pro Services group also forms part of the customer segment and, consequently, of the contemplated Optimization of the Ownership Structure and Governance of CEZ Group.

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Together with the customer segment components referred to above, a portion of the financial debt of ČEZ, a. s., (primarily liabilities arising from bonds issued by ČEZ, a. s., and liabilities of ČEZ, a. s., towards financing banks) may also be transferred to CSSC, provided that the relevant conditions are met (including, for instance, the obtaining of the required creditor consents).

Under part A. of the Draft Resolution, the Board of Directors of ČEZ, a. s., submits to the General Meeting for its approval the transfer of the customer segment of CEZ Group to CSSC. The terms and timing of the transfer will be decided on by the Board of Directors of ČEZ, a. s., following the completion of detailed analyses. In particular, the Board of Directors will assess and decide whether the customer segment will be transferred to CSSC through one or more transactions and which form or forms of transfer will be selected. The assets and liabilities of ČEZ, a. s., relating to the trading arm, and shares in CEZ Hungary Ltd., may thus, for example, be transferred to CSSC either directly or indirectly, by first transferring such assets and liabilities to a company directly controlled by ČEZ, a. s., followed by a subsequent transfer of shares in that company to CSSC.

Based on the completed analyses, the Board of Directors of ČEZ, a. s. will also decide whether, for the purpose of achieving the objectives set out in the updated Business Policy of CEZ Group and ČEZ, a. s., as further elaborated below, it is necessary or appropriate to transfer the customer segment of CEZ Group to CSSC to the extent of all items (i) through (viii) of part A. of the Draft Resolution, or only one or more of them, in each case either in the scope of the entirety of the assets and liabilities specified in the relevant item or any part thereof.

The Board of Directors expects the transfer of the customer segment to CSSC to be implemented by the end of the first quarter of 2027.

Under parts B. and C. of the Draft Resolution, the Board of Directors of ČEZ, a. s., submits to the General Meeting for its approval a potential sale of a minority stake in CSSC and a potential sale of stakes in other Customer Segment Companies of CEZ Group.

The Board of Directors of ČEZ, a. s., will decide on the potential sale of shares in CSSC and in other Customer Segment Companies to investors, as well as on the conditions and timing of such sale, taking into account market conditions, investment opportunities, and other relevant circumstances.

The Board of Directors will assess and decide whether such sale will be carried-out at all and, if so, it will further decide on stakes in which Customer Segment Companies will be offered to investors, maximum aggregate percentage of the offered stakes, the form of such offering (for example, a public offering of shares with their potential admission to trading on a regulated market, a direct sale, a combination of such forms), the number of tranches and the timing thereof.

The Draft Resolution is structured such that, even after the completion of the sale of shares in the Customer Segment Companies, CEZ Group will retain at least a 51% stake in CSSC, and at the same time at least a 51% stake at each tier of the ownership chain leading to companies involved in the distribution of electricity (ČEZ Distribuce, a. s.), distribution of natural gas (Czech Gas Networks S.à r.l., or its subsidiaries), in the trading in electricity, natural gas and related commodities (a subsidiary operating trading), as well as in ČEZ Prodej, a. s. involved in the sale of electricity and natural gas to end customers, and in ČEZ ESCO, a.s. providing smart energy services.

Optimization of the Ownership Structure and Governance of CEZ Group

The submitted draft resolution seeking approval of the proposed Optimization of the Ownership Structure and Governance of ČEZ, a. s., and of CEZ Group in a more general context, is the outcome of the strategic direction approved by shareholders at the General Meeting on 28 June 2022 as part of the Business Policy of CEZ Group and ČEZ, a. s., and is fully consistent with the updated version of this Business Policy, which is being submitted for approval to this annual General Meeting of ČEZ, a. s., and which does not contain any material changes in the relevant area. The Business Policy of CEZ Group and ČEZ, a. s., anticipates a differentiated focus on the generation and customer segments together with a corresponding realignment and optimization of the ownership structure and governance of CEZ Group's assets and liabilities.

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In the European energy sector, a clear trend has been observed in recent years towards development in two distinct directions, which continue to diverge increasingly. One direction is represented by traditional energy generation, characterized by large-scale production assets with a focus on the operation and maintenance of existing power plants and the construction of new generation sources, an area that is significantly influenced by continuously tightening legislation, growing safety requirements and increasing regulation in general. The second direction is represented by the distribution, or regulated, segment, which is generally very stable and ensures a secure condition of the network with sufficient capacity for all relevant stakeholders, together with a dynamically growing segment of new and decentralized energy sector primarily focused on the provision of comprehensive customer energy services, which customers increasingly demand.

The transfer of the customer segment to CSSC may contribute to an increase in the value of the customer segment and of CEZ Group as a whole. The separation of stable, regulated, and customer-centric activities from generation activities exposed to higher market volatility and different investment risks may enable CSSC to attract a broader range of financing banks and investors. As a result of the transfer, more focused management of both the generation segment and the customer segment will also be achieved. A clearer segmentation of CEZ Group's assets and liabilities may thus contribute to a more accurate reflection of the value of the individual segments in the market valuation.

At the same time, the transfer of the customer segment to CSSC will create a scope for potential future monetization, strategic partnerships, and the sale of a minority stake in CSSC or in other Customer Segment Companies. Approval of the Optimization of the Ownership Structure and Governance of CEZ Group by the General Meeting will also ensure readiness and flexibility to respond to new opportunities and risks, including in light of uncertainty regarding future global developments in energy markets and beyond.

Any sale of a portion of the structurally separated customer segment to investors may subsequently contribute to the realisation of its added value potential and support returns for shareholders of ČEZ, a. s., CSSC may constitute an attractive asset for investors focused on regulated, lower-risk assets who currently do not invest in ČEZ, a. s., in particular due to its ownership of nuclear or coal assets, such as infrastructure or pension funds.

In addition, it is not possible to look away from the intention of the Czech Republic, as a 69.8% shareholder, publicly and formally declared in the Policy Statement of the Government, to acquire 100% ownership of the generation part of ČEZ, a. s., or, as applicable, of CEZ Group, without burdening the state budget. Specifically, the Policy Statement of the Government of the Czech Republic dated 5 January 2026 states that the Government will take "steps to obtain one-hundred-percent control over generation within CEZ Group. The buy-out of shares will not be carried out through an expenditure from the state budget, but through a buy-out by ČEZ itself. This will enable us to invest in additional nuclear units and gas-powered sources and to influence energy prices in times of crisis. At the same time, the state will acquire highly valuable assets. The offered price and the treatment of minority shareholders of ČEZ will be customary for comparable transactions in developed capital markets." Accordingly, the Czech Republic, as the majority shareholder of ČEZ, a. s., clearly intends - independently of the will of the Board of Directors of ČEZ, a. s., - to enforce a buy-out of the shares held by minority shareholders of ČEZ, a. s., at the expense of ČEZ, a. s. At present, ČEZ, a. s., does not have sufficient financial means to carry out such a buy-out of minority shareholders, and any increase in indebtedness for this purpose, if feasible, might have a negative impact on the financial position of ČEZ, a. s., or CEZ Group as a whole. The Board of Directors of ČEZ, a. s. is, therefore, taking steps to prevent the occurrence of such adverse consequences. Approval of the draft resolution expands the options available to ČEZ, a. s., to secure the necessary financial means in a manner that addresses the risks outlined above.

Assets and liabilities of ČEZ, a. s., related to the operation of the electricity and natural gas distribution networks (in particular, shares in ČEZ Distribuce, a. s., and Czech Gas Networks S.à r.l., as well as related complementary parts of assets and liabilities, or parts of the business of ČEZ, a. s.) and customer-related assets (in particular, shares in ČEZ Prodej, a.s., ČEZ ESCO, a.s., ČEZ Invest Slovensko, a.s., Elevion Group B.V. and Telco Pro Services, a. s., as well as related complementary parts of assets and liabilities, or parts of the business of ČEZ, a. s.) are to be transferred to CSSC. These assets and liabilities collectively comprise the customer-oriented and regulated activities of CEZ Group.

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Given the non-generation nature of trading activities, assets and liabilities of ČEZ, a. s., related to the trading arm are also intended to be transferred to CSSC. The trading arm ensures market access for the sales companies of CEZ Group (ČEZ Prodej, a.s., ČEZ ESCO, a.s.), in particular through the procurement of commodities (electricity, natural gas and related) for their sale to end customers. These assets and liabilities further consist of shares in CEZ Hungary Ltd., which carries out activities related to the trading of the above commodities in Hungary. This principle of centralized market access represents standard market practice.

For both phases of the Optimization of the Ownership Structure and Governance of CEZ Group, namely the transfer to CSSC and the potential sale of a part of the customer segment of CEZ Group, several categories of reasons can be identified, which mutually intersect, complement and support each other. Regarding the first phase of the Optimization of the Ownership Structure and Governance of CEZ Group, i.e. the separation of a part of the assets and liabilities of ČEZ, a. s., or of CEZ Group, into CSSC, these reasons include in particular increasing the value of CEZ Group, improving the efficiency and governance of CEZ Group, and increasing the financing flexibility of CEZ Group. A separate, additional set of reasons supports the second phase of the Optimization of the Ownership Structure and Governance of CEZ Group. All of the above categories of reasons may be further elaborated as follows:

Increase in value

The transfer of the customer segment to CSSC may attract a broader range of financing banks and investors (in particular, due to its separation from coal and, as applicable, nuclear assets), as a result of which the value of CSSC, and accordingly of CEZ Group as a whole, may increase.
The transfer of the customer segment to CSSC leads to a simplification of the overall group structure, which represents a significant factor from the perspective of capital markets. Integrated holding structures with a heterogeneous asset portfolio are often valued with a so-called conglomerate discount, reflecting structural complexity and a less transparent investment story. A more evident division of the group into clearly defined segments may contribute to a more accurate reflection of the value of individual segments in market valuation.
The concentration of nuclear and other generation assets, or assets exposed to commodity risk, outside CSSC simultaneously helps mitigate the risk profile of CSSC, which may thus be perceived as a low-risk, integrated and growth-oriented utility, combining a strong regulated and expanding network business with growth potential within the ESCO segment and energy supply to households. Such a profile typically results in higher valuation multiples compared to utilities exposed to commodity risk.
The transfer of the customer segment to CSSC will reduce the investment risk underpinning CSSC's equity story. A significant reduction in exposure to commodity risk supports a lower perceived risk and a lower cost of equity for CSSC, which may have a positive impact on the value of CSSC and, consequently, on the value of CEZ Group as a whole. Revenue stability and lower volatility are moreover key factors for long-term investors.
Increased strategic flexibility of the ownership structure following the transfer of the customer segment to CSSC creates a scope for future monetization, strategic partnerships or a potential sale of a stake in CSSC. The separated CSSC moreover represents a regulated, low-volatility asset that is highly attractive to long-term investors, pension funds, insurance companies and passive funds seeking stable returns. These factors positively affect the market value of CSSC and indirectly also of CEZ Group as a whole.

Improvement of efficiency and governance

The transfer of the customer segment to CSSC will enable a more targeted management of individual segments and companies, as well as more appropriate structure of key performance indicators (KPIs) and their more effective delivery. Each segment may be managed strictly according to its business specifics, without being affected by the requirements and priorities of the other segments. A narrower management focus and clearly defined responsibilities further support more effective strategy execution, achievement of objectives and a stronger link to delivered results.
The transfer of the customer segment to CSSC will result in greater transparency and more robust, while at the same time simpler, governance and management. Separate reporting in respect of CSSC will improve visibility of performance, cash flow and return on capital, which is usually perceived positively by investors.

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Increase in financing flexibility

Clearly defined and differentiated roles, responsibilities and management approaches of the customer segment (CSSC) and the generation segment of ČEZ, a. s., may lead to increased capital efficiency and more efficient allocation of capital.
The Optimization of the Ownership Structure and Governance of ČEZ, a. s., or, as applicable, the transfer of the customer segment to CSSC, may simplify future negotiations with banks and investors (in particular if, for example, the planned decommissioning of coal-fired power plants of ČEZ, a. s. were to be extended), while at the same time allowing the maturity profile of financing to be better aligned with the useful life of assets (for example, long-term financing for generation activities and other projects of ČEZ, a. s., as opposed to medium-term cycles of regulated investments within CSSC). The overall consolidated debt capacity of CEZ Group would likely remain at a level comparable to the current situation and would subsequently decrease depending on the extent of regulated cash flows divested.
CSSC and the generation activities of ČEZ, a. s., may utilize different investor and creditor bases corresponding to their respective risk profiles.
A higher share of revenues from regulated assets transferred to CSSC supports a more robust credit profile and more favourable financing terms, and thus lower costs of capital for CSSC.

Reasons for potential sale of a minority stake in CSSC and other Customer Segment Companies

CSSC may be highly attractive to a new group of investors focused on regulated, lower-risk assets, who currently do not invest in ČEZ, a. s., in particular, due to its ownership of nuclear or coal assets. A sale of a minority stake in CSSC and stakes in other Customer Segment Companies would thus enable the added-value realisation of the structurally separated generation and customer segments of CEZ Group.
A separated regulated perimeter, without significant generation and commodity risk, makes CSSC a naturally attractive asset for infrastructure funds, pension funds and sovereign funds seeking predictable, inflation-linked returns (for example, returns based on the regulated asset base of distribution companies).
The possibility of selling a minority stake in CSSC and shares in other Customer Segment Companies will further provide CEZ Group with greater flexibility for future transactions and create a scope to shape its targeted financing strategy (for example, through the use of transaction proceeds) to support shareholder returns or the development of further investments. In light of uncertainty regarding future global developments in energy markets and beyond, the sale of assets and optimization of the financial position of CEZ Group will ensure flexible responses to new opportunities and risks, thus realisation of its added value, and may also strengthen CSSC through strategic diversification of its ownership structure.
In the coming years, CEZ Group also plans to undertake a capital-intensive investment programme (encompassing, for instance, construction of gas-fired generation units and investments in its existing portfolio of generation assets), which may be difficult to fully finance from internal resources, even with increased leverage (or without a risk of a negative impact on the credit rating if future electricity prices do not increase significantly). A limited realisation of such investment programme could ultimately result in a decrease in the value of CEZ Group as a whole. A sale of a minority stake in CSSC, or stakes in the Customer Segment Companies, could therefore enable the implementation of the future investment programme.
As already stated above, in the context of a potential control over the generation assets of ČEZ, a. s., by the Czech Republic as a 69.8% shareholder of ČEZ, a. s., and the implementation of a buy-out of minority shareholders of ČEZ, a. s., following a potential decision of the Czech Republic as the majority shareholder, the transfer of the customer segment to CSSC and a potential sale of a minority stake in CSSC and in other Customer Segment Companies create a scope for the optimization of the financial position of CEZ Group.

The separation of the customer segment of ČEZ, a. s., or CEZ Group more generally, into CSSC also corresponds to the strategic direction of a number of European utilities, which increasingly separate more volatile generation assets from stable, regulated infrastructure assets and customer services in order to better support decarbonization objectives and address a broader investor base. The proposed solution thus fits within a broader European trend.

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Item 6: Decision to Amend the Company's Articles of Association

Draft resolution:

The General Meeting of ČEZ, a. s., has decided, with effect from the day following the day when this General Meeting ends, to amend the Company's Articles of Association so that the current wording of Articles 1 to 33 of the Articles of Association is completely replaced with the new wording of Articles 1 to 33 of the Articles of Association, as submitted by the Board of Directors to the General Meeting and published on the Company's website www.cez.cz under the "Investors" link in the subsection concerning 2026 General Meeting in the "General Meetings" section.

Rationale:

In accordance with Section 421(2)(a) of the Business Corporations Act and Article 8(1)(a) in conjunction with Article 14(7)(c)(c.2) of the Company's Articles of Association, the Board of Directors of the Company submits a proposal to amend the Company's Articles of Association to the General Meeting.

The purpose of the proposed amendment to the Company's Articles of Association is (i) to adapt the content of the Company's Articles of Association to the current wording of relevant legal regulations, such as Act No. 256/2004 Coll., on Capital Market Undertakings, or Act No. 93/2009 Coll., on Auditors; (ii) to amend the Articles of Association in the part governing shareholder decision-making outside the General Meeting ("per rollam"), so that the new wording enables the possible use of this decision-making as effectively as possible to the extent resulting from the law; (iii) to update the rules for the creation and use of the Company's reserve and other funds with regard to the current legal regulations; (iv) to implement changes resulting from practice and relating in particular to (a) arrangement of mutual competences of the Board of Directors and the Supervisory Board of the Company, (b) arrangement of the Company's business activities and operations in connection with the current scope of the Company's trade and other authorizations, and (c) certain terminological adjustments and clarifications.

A more detailed rationale of the individual proposed changes is part of the document that was published together with the invitation to the General Meeting on the Company's website www.cez.cz under the "Investors" link in the subsection concerning 2026 General Meeting in the "General Meetings" section, as "Draft of the amended wording of the Company's Articles of Association (working document indicating all changes compared to the current wording of the Articles of Association, including detailed rationale)".

Item 7: Decision on Appointment of an Independent Auditor

Draft resolution (1):

The General Meeting of ČEZ, a. s., appoints Deloitte Audit s.r.o., Company Reg. No. 49620592, having its registered office at Italská 2581/67, Vinohrady, 120 00 Praha 2, as the auditor to perform the statutory audit for the accounting period of the calendar years of 2027 and 2028.

Draft resolution (2):

The General Meeting of ČEZ, a. s., appoints Deloitte Audit s.r.o., Company Reg. No. 49620592, having its registered office at Italská 2581/67, Vinohrady, 120 00 Praha 2, as the auditor to verify the Sustainability Report for 2027 and 2028.

Rationale:

Act No. 93/2009 Coll., on auditors, as amended (hereinafter the "Act on Auditors"), requires, in Sections 17(1) and 17(6), an accounting entity that is a legal person and that is required to have its financial statements or consolidated financial statements audited to have the auditor for performing the statutory audit and verifying the Sustainability Report appointed by its supreme governing body; for ČEZ, a. s., this is the Company's General Meeting.

In accordance with Article 18(5)(i) of the Company's Articles of Association and with the provisions of Section 43 of the Act on Auditors, the Supervisory Board shall propose the auditor to the General Meeting, taking into account the recommendations of the Audit Committee.

The Audit Committee in accordance with its mandate under Section 44a of the Act on Auditors, discussed and on March 4, 2026 recommended to the Supervisory Board of ČEZ, a. s., that it propose to the General Meeting to appoint Deloitte Audit s.r.o. as an auditor to perform the statutory audit for 2027 and 2028 and to verify the Sustainability Report for 2027 and 2028.

Deloitte Audit s.r.o. has been selected in a selection procedure for the provision of auditing services in accordance with EU Regulation No. 537/2014, on specific requirements regarding statutory audit of public-interest entities, in accordance with the Act on Auditors and Act No. 134/2016 Coll., on public procurement, as amended, and a framework agreement for the provision of auditing services for ČEZ, a. s., has been concluded with it, starting on May 1, 2023.

At the General Meeting on June 28, 2021, Deloitte Audit s.r.o. was appointed as an auditor to perform the statutory audit for 2023 and 2024. At the General Meeting on June 24, 2024, Deloitte Audit s.r.o. was appointed as an auditor to perform the statutory audit for 2025 and 2026 and to verify the Sustainability Report for 2024, 2025, and 2026.

In accordance with the recommendation of the Audit Committee, the Supervisory Board submits a proposal to the General Meeting to appoint Deloitte Audit s.r.o. as an auditor to perform the statutory audit for 2027 and 2028 and to verify the Sustainability Report for 2027 and 2028.

Item 8: Decision on Donations Budget

Draft resolution:

The General Meeting of ČEZ, a. s., approves the 2027 donations budget of CZK 220 million.

Rationale:

The proposal made by the Board of Directors is a follow-up to CEZ Group's long-term philanthropic activities. Donation activities reflect CEZ Group's social responsibility, while also being a means for promoting the Company's positive image.

Donations Strategy for 2027

In the area of donations, CEZ Group has long been guided by the motto "We help where we operate". For the regions in the immediate vicinity of our generating and distribution facilities and other plants, we want to be a reliable and good neighbor who cares about long-term partnerships and contributes to improving the quality of everyday life of the local residents and local communities. Through direct financial donations, we contribute in particular to the development of local infrastructure and support for education. In 2025, nearly 68% of direct financial donations from ČEZ, a. s., went into this area. A portion of these direct financial donations also goes to those in need and people with specific health needs, as well as to the fields of culture and environmental protection. We also play an important role in supporting community and social life even in the smallest of municipalities.

CEZ Group is gradually meeting its ambitious goals set in its long-term strategy Vision 2030 – Clean Energy of Tomorrow. In the area of social relations, one of the publicly stated goals is to continue to be a good corporate citizen that develops good relationships with communities. A thoughtful and strategic donor program makes a significant contribution to this goal.

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At the same time, it is one of the ways in which CEZ Group helps Czechia meet the global UN Sustainable Development Goals (SDGs). These include Goal 3 (Good health and well-being – we support local hospitals, social and health care facilities, sports and leisure clubs), Goal 4 (Quality education – we support nurseries, primary and secondary schools, colleges, local libraries, cultural facilities, and social and cultural events), Goal 8 (Decent work and economic growth – we support skills and retraining programs, sheltered workshops), Goal 10 (Reduced inequalities – we support the inclusion of people with disabilities into mainstream life, reduction of educational gaps for children from disadvantaged families), Goal 11 (Sustainable cities and communities – we support the introduction of energy saving measures in public buildings, better transport, modernization of public lighting), Goal 13 (Climate action – we support, for example, tree planting, landscape water retention projects and other climate change mitigation activities), and Goal 15 (Life on land – we support various events and activities to improve the environment, etc.). In 2024, Czechia placed 12th out of 167 countries evaluated in the Sustainable Development Report (Sustainable Development Report), published by the Sustainable Development Solutions Network (SDSN) every year.

ČEZ Foundation

The ČEZ Foundation, as one of the oldest and largest corporate foundations, has provided help throughout Czechia for 24 years, since 2002. For municipalities, hospitals, schools, including nursery schools, and other entities, the ČEZ Foundation has been a vital partner in their operations and development. Every year it makes calls for grant applications to respond to society's current needs and make citizens lives better. A total of 2,354 projects with a total value of CZK 403.4 million were supported through the ČEZ Foundation in 2025. Information about all supported projects is published in ČEZ Foundation annual reports every year. The non-financial evaluation of companies in terms of ESG (Environment, Social, Governance) criteria emphasizes in case of social factors, among other things, the development of community relations, which the ČEZ Foundation has been taking care of through its donor program for over two decades.

Since its launch in 2015, the EPP – Help with Movement mobile app has gained over 830,000 users among the public. It is these users who have control over where this part of the ČEZ Foundation's support will be directed. In 2025, the ČEZ Foundation supported 562 local projects with over CZK 53.7 million thanks to the mobile app's supporters.

ČEZ also actively involves its employees in donation activities. In the traditional autumn fundraising campaign Fulfilling Wishes, ČEZ employees donated CZK 4.9 million for 134 people in difficult life situations, such as those with health disabilities, incurable illnesses, or physical or mental handicaps. The ČEZ Foundation doubled the amount raised by employees to a total of CZK 9.9 million.

The 2025 Annual Financial Report, Part I: Activity Report, chapter Donations, includes a link to the website https://www.cez.cz/cs/o-cez/udrzitelnost-a-etika/energie-pro-budoucnost/byt-dobrym-partnerem/podporujeme-darcovske-partnerstvi/dary. The website shows a list of all beneficiaries of donations made by the Company in 2025, including donation purposes. The list does not show the donation amounts. This is to prevent the discrimination of beneficiaries that apply for donations or subsidies from other donors and institutions.

Proposed terms for donations in 2027:

The total amount of funds that the Company can use to give donations in 2027 will be CZK 220 million. This fund amount includes the value of any non-monetary donations provided.
We estimate that approximately CZK 90 to 110 million of that amount will be transferred to the ČEZ Foundation's account in 2027 in connection with projects undertaken through the ČEZ Foundation.
In connection with the operation, construction, and renewal of ČEZ's generating facilities and distribution grids, we anticipate that, in order to maintain a favorable relationship with the regions concerned, or for ad-hoc projects where the need is greatest, a portion of the approved volume of funds of approx. CZK 110 to 130 million will be provided to selected entities directly by ČEZ, a. s., not through the ČEZ Foundation.

www.cez.cz
20

www.cez.cz

Item 9: Approval of the Remuneration Report of the Body Members of ČEZ, a. s., for the Accounting Period of 2025

Draft resolution:

The General Meeting of ČEZ, a. s.,

approves the Remuneration Report of the Body Members of ČEZ, a. s., for the Accounting Period of 2025 (report pursuant to Section 121o et seq. of Act No. 256/2004 Coll., on capital market undertakings, as amended), as submitted to the General Meeting by the Company's Board of Directors.

Rationale:

Pursuant to the provisions of Sections 121o to 121q of Act No. 256/2004 Coll., on capital market undertakings, as amended (hereinafter referred to as the "CMUA"), it is the exclusive competence of the General Meeting of the Company, which is the issuer pursuant to Section 118(1)(a) of the CMUA, to approve a report providing a full summary of remuneration, including all benefits in any form, granted or payable during the last completed accounting period to persons pursuant to Section 121m(1) of the CMUA, i.e., to members of the Board of Directors and the Supervisory Board of ČEZ, a. s. (hereinafter referred to as the "Report").

The Report is submitted to the General Meeting by the Board of Directors in accordance with the provisions of Section 121o(3) of CMUA.

In this context, the Board of Directors submits the Report for the accounting period of 2025 to this General Meeting for approval.

The presented Report follows up on the Remuneration Policy of ČEZ, a. s., which was approved by the Company's General Meeting on June 24, 2024 (hereinafter the "Remuneration Policy"). The Report is prepared for the 2025 accounting period and includes the total income of members of the Board of Directors and the Supervisory Board for that accounting period. The Company did not deviate from the Remuneration Policy when remunerating the members of the Board of Directors and the Supervisory Board in 2025. The Report has been audited by Deloitte Audit s.r.o., in accordance with Section 121q of the CMUA, and the certificate of verification is attached to the Report.

After approval by the General Meeting, the 2025 Report will be published on the Company's website in accordance with the CMUA.

Item 10: Removal and Election of Supervisory Board Members

Board of Directors' comment:

This item will be discussed depending on proposals possibly submitted by shareholders. Service contracts will be concluded with newly elected members of the Supervisory Board using the template wording approved by the Company's General Meeting.

The Board of Directors would also like to point out that this item on the General Meeting's agenda anticipates potentially voting on two relatively independent sets of issues, namely the removal of current members of the Supervisory Board and the election of new members. The two sets will be debated separately, meaning that if proposals are submitted on this item, any proposals to remove members of the Supervisory Board will be voted on first (in the order specified by the Company's Articles of Association) and only then will any proposals for the election of new members of the Supervisory Board be voted on in the appropriate order. It is therefore needed that shareholders submit any proposals to elect or remove members of the Supervisory Board separately.

The foregoing procedure will ensure, among other things, that it is clear in advance how many vacancies on the Supervisory Board, arisen after the potential removal of existing members, can be filled by electing new members.

www.cez.cz

Item 11: Removal and Election of Audit Committee Members

Board of Directors' comment:

This item will be discussed depending on proposals possibly submitted by shareholders. Service contracts will be concluded with newly elected members of the Audit Committee using the template wording approved by the Company's General Meeting.

The Board of Directors would also like to point out that this item on the General Meeting's agenda anticipates potentially voting on two relatively independent sets of issues, namely the removal of current members of the Audit Committee and the election of new members. The two sets will be debated separately, meaning that if proposals are submitted on this item, any proposals to remove members of the Audit Committee will be voted on first (in the order specified by the Company's Articles of Association) and only then will any proposals for the election of new members of the Audit Committee be voted on in the appropriate order. It is therefore needed that shareholders submit any proposals to elect or remove members of the Audit Committee separately.

The foregoing procedure will ensure, among other things, that it is clear in advance how many vacancies on the Audit Committee, arisen after the potential removal of existing members, can be filled by electing new members.

Board of Directors of ČEZ, a. s.

AI assistant

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

1042_rns_2026-04-29_1101962c-1917-402a-bcd5-f6f91b4d7e3e.pdf

Notice of General Meeting

Agenda of the Annual General Meeting:

Record Date for Attendance at the General Meeting and Explanation of Its Significance

Attendance at the General Meeting

1. Registration and Representation of Shareholders at the General Meeting

2. Rights of Shareholders Associated with Attendance at the General Meeting and the Manner of Exercising Such Rights

a. Number of Shares and Voting Rights

General Meeting draft resolutions and the rationales thereof or comments of the Board of Directors on the individual items on the General Meeting agenda:

Item 1: Company Bodies Reports

Board of Directors' comment:

Item 2: Approval of the Separate Financial Statements of ČEZ, a. s., and the Consolidated Financial Statements of CEZ Group for the Year 2025

Draft resolution (1):

Draft resolution (2):

Rationale:

Item 3: Decision on the Distribution of Profit of ČEZ, a. s.

Draft resolution:

Rationale:

Item 4: Update of the Business Policy of CEZ Group and ČEZ, a. s.

Draft resolution:

Rationale:

Item 5: Optimization of the Ownership Structure and Governance of CEZ Group

Draft resolution:

Rationale:

To the wording of the Draft Resolution

Optimization of the Ownership Structure and Governance of CEZ Group

Increase in value

Improvement of efficiency and governance

Increase in financing flexibility

Reasons for potential sale of a minority stake in CSSC and other Customer Segment Companies

Item 6: Decision to Amend the Company's Articles of Association

Draft resolution:

Rationale:

Item 7: Decision on Appointment of an Independent Auditor

Draft resolution (1):

Draft resolution (2):

Rationale:

Item 8: Decision on Donations Budget

Draft resolution:

Rationale:

Donations Strategy for 2027

ČEZ Foundation

Item 9: Approval of the Remuneration Report of the Body Members of ČEZ, a. s., for the Accounting Period of 2025

Draft resolution:

Rationale:

Item 10: Removal and Election of Supervisory Board Members

Board of Directors' comment:

Item 11: Removal and Election of Audit Committee Members

Board of Directors' comment:

More from CEZ A.S.

CEZ A.S. Proxy Solicitation & Information Statement 2026