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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2006
Commission File Number 333-7182-01
CEZ, a. s.
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(Translation of registrant's name into English)
c/o Duhova 2/1444
140 53 Prague 4
Czech Republic
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________
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The following information was filed by CEZ, a. s. in Czech language with the
Prague Stock Exchange as required by its rules and regulations:
REPORT NO. 1:
NOTICE OF ANNUAL GENERAL MEETING
The Board of Directors of the joint-stock company, CEZ, a. s., with its
registered office at Duhova 2/1444, Prague 4, Postal Code 140 53, Identification
No. 45 27 46 49, entered in the Commercial Register administered by the
Municipal Court in Prague, Section B, File No. 1581, hereby convenes an annual
General Meeting to be held on May 23, 2006 at 10 a.m. at the Prague Congress
Center, Entrance No. 10, Conference Room on 4th floor, at ul. 5. kvetna 65,
Prague 4.
Agenda:
1. Opening, election of Chair, Minutes Clerk, Scrutineers, and Verifiers of
Minutes.
2. Report on Company Operations and Condition of Assets for 2005.
3. Report of Supervisory Board.
4. Approval of Annual Financial Statements of CEZ, a. s., and Consolidated
Financial Statements of CEZ Group for 2005.
5. Decision on Distribution of Profit, including Decision on Payment of
Dividends and Royalties.
6. Approval of Draft Agreement on Sale of Portion of Business - Teplarna Dvur
Kralove.
7. Decision on Amendment to Company's Articles of Association.
8. Decision on Adjustment of Funds Designated for Sponsored Gifts.
9. Change of Decision on Acquisition of Treasury Stock.
10. Election and Recall of Members of Supervisory Board.
11. Confirmation of Election of Co-opted Members of Supervisory Board.
12. Approval and Amendment of Incumbency Agreements of Supervisory Board
Members.
13. Conclusion.
May 17, 2006 is the reference day for attendance of the General Meeting. The
right to attend the General Meeting rests with a person recorded as a
shareholder or administrator in the statutory register of securities, the
Securities Center, as of the reference day. Blocking shall be effective in the
period from May 18, 2006 up to May 23, 2006.
Nature of the Proposed Amendment of the Articles of Association:
The Company's scope of business is supplemented with two new business licenses.
In accordance with Czech law currently in force, the terminology used, the share
in voting rights of persons acting in accord, and the method of acquisition of
the Company's shares by its employees is amended. The powers of the General
Meeting related to decisions on remuneration of members of the Company's bodies
are amended to include the power to determine the rules for the distribution of
royalties to individual members of the Company's bodies.
Articles regulating the position and capacity of the Company's bodies contain a
more specific regulation of the mutual relationship between the Board of
Directors and Supervisory Board in their decision-making (Article 19, Sections 8
through 11, and Article 24, Sections 6 through 8). Such specification relates
particularly to decisions on the acceptance of long-term loans and on long-term
financial operations, disposals of the Company's assets, the provision of loans
to third parties and the acceptance of guarantees for third-party obligations,
long-term agreements for the purchase and sale of electricity, agreements on the
provision of supporting services under the Power Act, and agreements on the
purchase and sale of greenhouse gas emission permits. The method of per rollam
decisions of the Supervisory Board members is made more specific.
The draft amendment to the Articles of Association is available to all
shareholders for viewing at the Company's registered office at Duhova 2/1444,
Prague 4, on a notice board in the entrance hall of the building, from April
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21, 2006 until the date of the General Meeting, on business days from
8 a.m. to 4 p.m. Shareholders may request that a copy of the draft amendment to
the Articles of Association be sent to them at their expense and risk. As of
April 21, 2006, the draft agreement on the sale of a portion of the business -
Teplarny Dvur Kralove - is to be placed in the collection of instruments within
the Commercial Register administered by the Municipal Court in Prague,
Section B, File No. 1581.
Attendance taking of the shareholders will start at 9 a.m. on the day and at the
place of the General Meeting. Shareholders-individuals are required to prove
their identity by producing an ID card. Persons acting on behalf of business
entities shall furnish their ID card, and a document demonstrating the existence
of the business entity and their authority to act on its behalf. In addition to
this, agents of shareholders are required to furnish a power of attorney with an
authenticated signature of the principal.
If a shareholder is a foreign individual, they are required to demonstrate their
identity by showing their passport. Their agent is required to produce a
certified power of attorney. If a shareholder is a foreign legal entity, they
are required to produce a certified instrument proving the existence of the
legal entity, and, if the shareholder is not the legal entity's statutory body,
they are also required to produce a certified power of attorney. Documents being
furnished by foreign shareholders or their agents must be super-legalized or
apostilled, unless the Czech Republic maintains an agreement on legal assistance
with a country where the respective shareholder has their permanent residence or
registered office.
Principal Data contained in the 2005 Financial Statements of CEZ, a. s., in
accordance with IFRS (in millions of CZK):
Total Net Assets 274,208 Total Liabilities 274,208
Net Fixed Assets 258,658 Shareholders' Equity 174,276
Tangible Fixed Assets, Long-Term Liabilities 66,329
Nuclear Fuel and Investments 175,555 Deferred Tax Liability 13,021
Other Fixed Assets 83,103 Short-Term Liabilities 20,582
Net Current Assets 15,550
Operating Revenues 67,644
Operating Costs 48,035
Other Costs and Revenues (-), net -849
Profit Before Tax 20,458
Profit After Tax 17,635
Principal Data contained in the 2005 Consolidated Financial Statements of the
CEZ Group, in accordance with IFRS (in millions of CZK):
Total Net Assets 324,209 Total Liabilities 324,209
Net Fixed Asset 280,400 Shareholders' Equity 191
Tangible Fixed Assets, Long-Term Liabilities 81,429
Nuclear Fuel and Investments 259,090 Deferred Tax Liability 18,555
Other Fixed Assets 21,310 Short-Term Liabilities 32,936
Net Current Assets 43,809
Operating Revenues 125,083
Operating Costs 95,680
Other Costs and Revenues (-), net 2,097
Profit Before Tax 27,306
Profit After Tax 22,282
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The Financial Statements of CEZ, a. s., the Consolidated Financial Statements of
the CEZ Group, and the Report in Relations Between Affiliates are available for
viewing to all shareholders at the Company's registered office at Duhova 2/1444,
Prague 4, on the notice board in the entrance hall of the building, from
April 21, 2006 until the date of the General Meeting, on business days from
8 a.m. to 4 p.m.
The costs related to attendance at the General Meeting shall be borne by the
shareholders themselves.
Board of Directors of CEZ, a. s.
REPORT NO. 2:
CEZ Shares Heading for Warsaw Stock Exchange
WOOD & Company Financial Services to be the manager of the dual listing of CEZ
shares in Poland.
CEZ and WOOD & Company Financial Services have signed an agreement on
cooperation in the planned listing of CEZ shares on the Warsaw Stock Exchange.
"As we have advised before, we intend to enter the Warsaw Stock Exchange by the
end of the first half of this year. We are now working hard on a prospectus, and
our meetings with Polish investors have proven that the dual listing of our
shares in Poland does make sense," said Petr Voboril, Financial Manager of CEZ.
In addition to the preparation of the prospectus, its approval by the Czech
National Bank, and its recognition by the Polish Securities Commission, WOOD &
Co is to engage in arranging for the acceptance of CEZ shares by the Warsaw
Stock Exchange, the implementation of a functional system for the settlement of
trades in CEZ shares on the Warsaw Stock Exchange, communication with Polish
investors, and the securing of the maximum liquidity of shares after the
listing.
Poland is a strategic market for CEZ as regards its expansion in Central and
Southeastern Europe. At the end of January of this year, CEZ concluded an
agreement on the acquisition of two Polish power companies, Elcho and Skawina.
However, the entry of CEZ on the Warsaw Stock Exchange is also motivated by its
interest in utilizing the opportunities existing on the developed capital market
in Poland. As a result of this move, investments in CEZ shares will also be
available to Polish pension funds, which are otherwise strictly regulated as to
investments outside Poland.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CEZ, a. s.
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(Registrant)
Date: April 21, 2006
By: /s/ Libuse Latalova
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Libuse Latalova
Head of Finance Administration
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