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MESSAGE _ENGLISH VERSION_ |
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The
General Meeting of CEZ, to be convened for 1 June 2026, will decide on
the Optimization of the Ownership Structure and Governance of CEZ Group
proposed by the Board of Directors to implement the current Business
Policy
At its
meeting held today, the Board of Directors of CEZ, a. s., approved a
proposal for the Optimization of the Ownership Structure and Governance
of CEZ Group and resolved to submit it for approval to the General
Meeting to be convened for 1 June 2026.
The
proposed Optimization of the Ownership Structure and Governance of CEZ
Group comprises:
A.
a
transfer of the customer segment of CEZ Group to a company controlled
by CEZ, a. s. the Customer Segment Subsidiary
Company or CSSC, and
B.
a
potential sale of a minority stake in CSSC and of stakes in other
companies within the customer segment of CEZ Group.
The
customer segment of CEZ Group primarily includes:
distribution
of electricity and natural gas CEZ Distribuce, a. s., and the stake in
GasNet Group,
sale
of electricity and natural gas to end customers CEZ Prodej, a. s.,
trading
in electricity and natural gas the trading arm of CEZ, a. s., and CEZ
Hungary Ltd.,
smart
energy services the CEZ ESCO, Elevion, and CEZ Invest Slovensko
groups, and
telecommunications
services the Telco Pro Services group.
The
Board of Directors proposal 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. This Business Policy 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.
Transfer
of CEZ Group's
customer segment to CSSC
If the
proposed Optimization of the Ownership Structure and Governance of CEZ
Group is approved by the General Meeting, the Board of Directors will
decide whether the customer segment will be transferred to CSSC in one
or more transactions and will determine the form, scope, and timing of
such transfer. The Board of Directors will also decide whether, and to
what extent, a portion of the financial debt of CEZ, a. s., will
be transferred to CSSC provided that the relevant conditions are met
_including, for instance, the obtaining of the required creditor
consents_. Currently, the transfer of the customer segment to CSSC is
expected to be implemented by the end of the first quarter of 2027.
The
transfer of the customer segment to CSSC may contribute to an increase
in the value of the customer segment and CEZ Group as a whole. The
separation of stable, regulated, and customer-centric activities from
generation activities exposed to a higher market volatility and
different investment risks may enable CSSC to attract a broader range of
financing banks and investors. This, in turn, may facilitate a more
efficient capital allocation and more favourable financing terms.
The
transfer will lead to a more targeted management of the generation and
customer segments, as well as to more precise key performance indicators
KPIs, which may enable a more effective delivery of such KPIs and
enhanced transparency. A clearer segmentation of CEZ Group's assets 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 the CSSC group.
Potential
sale of a minority stake in CSSC and of stakes in other customer
segment companies
If the
proposed Optimization of the Ownership Structure and Governance of CEZ
Group is approved by the General Meeting, the Board of Directors will be
authorised to decide whether any potential sale of a minority stake in
CSSC and of stakes in other customer segment companies will be carried
out or not. In its decision-making, the Board of Directors will take
into account market conditions, investment opportunities, and other
relevant circumstances.
In the
event of any such sale, the Board of Directors will also decide on its
form _such as a public offering of shares with a potential admission to
trading on a stock exchange, a direct sale, a combination of such forms,
or another structure_ and will determine which stakes will be sold, in
what size, and when. The proposal is structured such that CEZ Group
retains at least a 51% stake in CSSC and also in each tier of the
ownership chain leading to strategic companies involved in the
distribution, sale, and trading of electricity and gas, as well smart
energy services i.e. CEZ Distribuce, a. s., GasNet Group, CEZ Prodej,
a.s., CEZ Group's trading arm, and CEZ ESCO, a.s..
If
approved by the General Meeting, the Optimization of the Ownership
Structure and Governance of CEZ Group will 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 may
contribute to the realisation of its added value potential and support
returns for shareholders of CEZ, a. s. CSSC may constitute an attractive
asset for investors focused on regulated, lower-risk assets who
currently do not invest in CEZ, a. s., in particular due to its
ownership of nuclear or coal assets, such as infrastructure or pension
funds.
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.
In
addition, it is not possible to look away from the intention of the
Czech Republic, as a 69.8% shareholder, to carry out a buyout of shares
held by minority shareholders of CEZ, a. s., while utilising CEZ Group's
financial means, which has been enshrined in the Policy Statement of the
Government of the Czech Republic dated 5 January 2026 and has been
repeatedly publicly proclaimed by members of the Government.
For
these purposes, approval of the Optimization of the Ownership Structure
and Governance of CEZ Group by the General Meeting will create a scope
for optimization CEZ Group's financial position.
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RB-W: The General Meeting of CEZ, to be convened for 1 June 2026, will decide on the Optimization
of the Ownership Structure and Governance of CEZ Group
