Obligation CEZAS 3.005% ( XS0384970652 ) en JPY

CEZAS

100 % ⇌

Republique tcheque

XS0384970652 ( en JPY )

3.005% par an ( paiement semestriel )

16/09/2038

Prospectus brochure de l'obligation CEZ AS XS0384970652 en JPY 3.005%, échéance 16/09/2038

1 000 000 000 JPY

12 000 000 000 JPY

17/09/2026 ( Dans 176 jours )

?EZ, a.s. est une société énergétique tchèque publique, opérant dans la production, la distribution et la vente d'électricité et de gaz.

L'Obligation émise par CEZAS ( Republique tcheque ) , en JPY, avec le code ISIN XS0384970652, paye un coupon de 3.005% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/09/2038

BASE PROSPECTUS
CEZ, a. s.
(incorporated with limited liability in the Czech Republic)
and
CEZ Finance B.V.
(incorporated as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) in the Netherlands with its statutory
seat in Amsterdam)
and in the case of Notes issued by CEZ Finance B.V., unconditionally and irrevocably guaranteed by

CEZ, a. s.
8,000,000,000
Euro Medium Term Note Programme
Under this 8,000,000,000 Euro Medium Term Note Programme (the "Programme"), CEZ Finance B.V. ("CEZ Finance") and CEZ,
a. s. ("CEZ") may from time to time issue notes (the "Notes") (each in such capacity, an "Issuer" and together the "Issuers")
denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). Where CEZ Finance
acts as the Issuer of Notes under the Programme, the payment of all amounts owing by CEZ Finance in respect of such Notes will be
unconditionally and irrevocably guaranteed by CEZ, a. s. (in such capacity, the "Guarantor") pursuant to a guarantee
(the "Guarantee") contained in the Deed of Guarantee (as defined in the Conditions).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme is specified under
"Overview of the Programme Programme Size" and will not exceed 8,000,000,000 (or its equivalent in other currencies calculated
as described in the Amended and Restated Programme Agreement described herein), subject to any increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any
additional Dealer appointed under the Programme from time to time by an Issuer and the Guarantor (if applicable) (each a "Dealer"
and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this base prospectus
(the "Base Prospectus") to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more
than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF"),
as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This Base Prospectus comprises a base
prospectus for the purposes of Article 8 of the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should
not be considered as an endorsement of CEZ, CEZ Finance or of the quality of the Notes. Investors should make their own assessment
as to the suitability of investing in the Notes. By approving this Base Prospectus, neither the CSSF nor the Luxembourg Stock
Exchange assume responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus
or the quality or solvency of CEZ or CEZ Finance in accordance with Article 6(4) of the Luxembourg Act dated 16 July 2019 relating
to prospectuses for securities.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on
the Luxembourg Stock Exchange's regulated market and to be listed on the official list of the Luxembourg Stock Exchange
(the "Official List"). Application has also been made to the Luxembourg Stock Exchange for the Exempt Notes issued under the
Programme during the period of 12 months from the date of this Base Prospectus to be admitted to trading on the Luxembourg Stock
Exchange's Euro MTF market and to be listed on the Official List.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted
to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg
Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2014/65/EU), as amended ("MiFID II").
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges
or markets as may be agreed between the relevant Issuer and the Guarantor (if applicable) and the relevant Dealer. The Issuers may
also issue unlisted Notes and/or Notes not admitted to trading on any market.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid until 24 March 2023 in relation to Notes which
are to be admitted to trading on a regulated market in the European Economic Area (the "EEA") and/or offered to the public in the
EEA, other than in circumstances where an exemption is available, respectively, under the Prospectus Regulation. References in this
Base Prospectus to "Exempt Notes" are to Notes which are neither (i) to be admitted to trading on a regulated market for the purposes
of MiFID II, in the EEA, nor (ii) offered in the EEA in circumstances where a prospectus is required to be published under
the Prospectus Regulation. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in
connection with Exempt Notes. Application has been made to the Luxembourg Stock Exchange in its capacity as competent
authority to approve this Base Prospectus as a base prospectus in respect of Exempt Notes only.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain
other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will (other
than in the case of Exempt Notes, as defined above) be set out in a final terms document (the "Final Terms") which will be filed with
the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the
website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount
of Notes, interest (if any) payable in respect of such Exempt Notes, the issue price of such Exempt Notes and certain other information
1

which is applicable to each Tranche of such Exempt Notes will be set out in a pricing supplement document (the "Pricing
Supplement").
CEZ has been rated A- (stable outlook) by S&P Global Ratings Europe Limited ("Standard & Poor's") and Baa1 (stable outlook) by
Moody's France SAS ("Moody's"). The Programme has been rated A- by Standard & Poor's and Baa1 by Moody's. Each of Moody's
and Standard & Poor's is established in the European Union and each of Moody's and Standard and Poor's is registered under the
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of Moody's and Standard & Poor's is included
in the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. Notes issued under
the Programme may be rated or unrated by either of the rating agencies referred to above. Where a Tranche of Notes is rated, such
rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same
as the rating assigned to the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
This Base Prospectus will be valid as a base prospectus under the Prospectus Regulation for 12 months from 24 March 2022. The
obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies will
not apply following the expiry of that period.
Amounts payable on Floating Rate Notes will be calculated by reference to one of EURIBOR, PRIBOR, SOFR or TONA, as specified
in the applicable Final Terms (or Pricing Supplement, in the case of Exempt Notes). As at the date of this Base Prospectus, the
European Money Markets Institute (as administrator of EURIBOR) and the Czech Financial Benchmark Facility s.r.o.
(as administrator of PRIBOR) are included in the register of administrators and benchmarks (the "EU Benchmarks
Register") established and maintained by ESMA under Article 36 of Regulation (EU) 2016/1011 (the "Benchmark Regulation"). As
at the date of this Base Prospectus, the administrators of SOFR and TONA, the New York Federal Reserve and the Bank of Japan,
respectively, are not included in the EU Benchmarks Register.The registration status of any administrator under the Benchmarks
Regulation is a matter of public record and, save where required by applicable law, CEZ and CEZ Finance do not intend to update
the applicable Final Terms to reflect any change in the registration status of the administrator.

Arranger and Dealer
CITIGROUP
The date of this Base Prospectus is 24 March 2022.
2

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes, other than Exempt Notes, issued under
the Programme for the purposes of Article 8 of the Prospectus Regulation. Application has been made to the
Commission de Surveillance du Secteur Financier for this document to be approved as such a base prospectus.
Application has been made to the Luxembourg Stock Exchange in its capacity as competent authority to approve
this document as a base prospectus in respect of Exempt Notes only.
Each of CEZ and CEZ Finance, having made all reasonable enquiries confirms that this Base Prospectus contains
all information regarding CEZ Finance, CEZ and its subsidiaries taken as a whole (the "CEZ Group"), the
electricity industry in the Czech Republic and the Notes which is (in the context of the issue of the Notes) material;
that such information is true and accurate in all material respects and is not misleading in any material
respect; that any opinions, estimates, or intentions expressed in this Base Prospectus on the part of CEZ and CEZ
Finance are honestly held or made and are not misleading in any material respect; that this Base Prospectus does
not omit to state any material fact necessary to make such information, opinions, estimates or intentions (in such
context) not misleading in any material respect; and that all proper enquiries have been made to ascertain and to
verify the foregoing.
Without prejudice to the foregoing, each of CEZ and CEZ Finance accepts responsibility for the information
contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme
and declares that, having taken all reasonable care to ensure that such is the case, the information contained
therein is, to the best of its knowledge, in accordance with the facts and makes no omission likely to affect its
import. Certain information contained and identified as such in this Base Prospectus, in particular in sections
"Risk Factors", "Historical and Current Market and Industry Data" and "Description of CEZ" was derived from
third parties. CEZ and CEZ Finance do not accept any responsibility for the accuracy of such third-party
information, nor have CEZ or CEZ Finance independently verified any such third-party information. Each of
CEZ and CEZ Finance confirms that such third-party information has been accurately reproduced.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein
by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and construed on
the basis that such documents are incorporated by reference and form part of this Base Prospectus.
The Dealers have not independently verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers
as to the accuracy or completeness of the information contained or incorporated by reference in this Base
Prospectus or any other information provided by CEZ and CEZ Finance in connection with the Programme. No
Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base
Prospectus or any other information provided by CEZ and CEZ Finance in connection with the Programme.
Nothing contained in this Base Prospectus is or should be relied upon as a promise or representation of future
results or events. No person is or has been authorized by CEZ and CEZ Finance to give any information or to
make any representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and, if given or made, such information or representation
must not be relied upon as having been authorized by CEZ and CEZ Finance or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by CEZ or CEZ Finance or any of the Dealers that any recipient of this Base Prospectus or any
other information supplied in connection with the Programme or any Notes should purchase any Notes. Each
investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of CEZ or CEZ Finance. Neither this Base
Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes
constitutes an offer or invitation by or on behalf of CEZ and CEZ Finance or any of the Dealers to any person to
subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning CEZ and CEZ Finance is correct at any
time subsequent to the date hereof or that any other information supplied in connection with the Programme is
3

correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly
do not undertake to review the financial condition or affairs of CEZ and CEZ Finance during the life of the
Programme or to advise any investor in the Notes of any information coming to their attention.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes (or Pricing Supplement,
in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales to EEA Retail Investors" the Notes
are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise
made available to, any retail investor in the EEA. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the
meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No
1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes (or Pricing Supplement,
in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales to UK Retail Investors" the Notes are
not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made
available to, any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2(1) of Regulation (EU) No
2017/565, as it forms part of the current domestic law of the UK by virtue of the European Union (Withdrawal)
Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014, as it forms part of the current domestic law of the UK by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of the current
domestic lawof the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key
information document required by Regulation (EU) No 1286/2014, as it forms part of domestic law by virtue of
the EUWA (the "UK PRIIPs Regulation"), for offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) may include a legend entitled "MiFID II product governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product Governance
rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing
for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) may include a legend entitled "UK MiFIR product governance"
which will outline the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise

4

neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the UK MiFIR Product Governance Rules.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended,
(the "U.S. Securities Act") or any state securities laws in the United States and are subject to U.S. tax law
requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale").
PROHIBITION OF SALES TO CZECH TAX RESIDENT NATURAL PERSONS AND PERSONS THAT DO
NOT QUALIFY AS NON-CZECH HOLDERS The Notes are not intended to be offered, sold, distributed or
otherwise made available to and should not be offered, sold, distributed or otherwise made available to any natural
person who is a tax resident in the Czech Republic (as determined in accordance with applicable tax law) or
persons that do not qualify as Non-Czech Holders (as defined below).
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
CEZ, CEZ Finance and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or
that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in
any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by CEZ, CEZ Finance or the
Dealers which is intended to permit a public offering of any Notes or distribution of this Base Prospectus in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed
or published in any jurisdiction, except under circumstances that will result in compliance with any applicable
laws and regulations. Persons into whose possession this Base Prospectus or any Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering
and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or
sale of Notes in the United States, the European Economic Area (including the Czech Republic), the United
Kingdom and Japan, see "Subscription and Sale".
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its
financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in
this Base Prospectus or any applicable supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behavior of any relevant
indices and financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way
to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall
portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has
the expertise (either alone or with a financial advisor) to evaluate how the Notes will perform under changing

5

conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential
investor's overall investment portfolio.
This Base Prospectus has been prepared on a basis that would permit an offer of Notes with a denomination of
less than 100,000 (or its equivalent in any other currency), only in circumstances where there is an exemption
from the obligation under the (i) Prospectus Regulation to publish a prospectus in connection with such an offer
in the EEA, or (ii) UK Prospectus Regulation to publish a prospectus in connection with such an offer in the UK.
As a result, any offer of Notes in the EEA and/or the United Kingdom must be made pursuant to an applicable
exemption under the Prospectus Regulation and/or the UK Prospectus Regulation, as the case may be, from the
requirement to publish a prospectus for such an offer of Notes. Accordingly, any person making or intending to
make an offer of Notes in the EEA and/or the United Kingdom may only do so in circumstances in which no
obligation arises for CEZ or CEZ Finance to publish a prospectus, or supplement a prospectus, pursuant to the
applicable provisions of the Prospectus Regulation and/or the UK Prospectus Regulation, as the case may be,
in each case, in relation to such an offer. Neither CEZ, CEZ Finance nor any Dealer have authorized, nor do they
authorize, the making of any offer of Notes in circumstances in which an obligation arises for CEZ or CEZ Finance
to publish or supplement a prospectus for such offer.
This Programme is not a bond programme under the Czech Act No. 190/2004 Coll., on Bonds, as amended (the
"Bonds Act") (Section 11). The issue of Notes will be notified to the Czech National Bank under Section 8a of the
Czech Act No. 15/1998 Coll., on Capital Markets Supervision, as amended.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisors to determine whether
and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various
types of borrowing and (3) other restrictions apply to its purchase or pledge of the Notes. Financial institutions
should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the
Notes under any applicable risk-based capital or similar rules.
In connection with the issue of Notes as Sustainability-Linked Notes (as defined in the Terms and Conditions)
under the Programme, an opinion, report or certification of a third party (whether or not solicited by any Issuer),
including any second-party opinions or Assurance Reports (as defined herein), which may be provided in respect
of any Sustainability-Linked Notes, may or may not be made available, as the case may be. Any information in
such second-party opinions or Assurance Reports or any past or future second-party opinions or Assurance
Reports are not part of this Base Prospectus and should not be relied upon in connection with making any
investment decision with respect to any Notes to be issued under the Programme. In addition, no assurance or
representation is given by any Issuer, any other member of the Group, the Guarantor (if applicable), the Dealers
or any other member of their group, any second-party opinion providers, the independent auditors or the
Assurance Provider (as defined in the Terms and Conditions) as to the suitability or reliability for any purpose
whatsoever of any second-party opinion or Assurance Report in connection with the offering of any Sustainability-
Linked Notes under the Programme. Any second-party opinion, any Assurance Report, and any other document
related thereto is not, nor shall it be deemed to be, incorporated in and/or form part of this Base Prospectus.
All references in this document to "U.S. dollars" and "U.S.$" refer to United States dollars and to "Czech crowns",
"CZK" and "Kc" refer to the lawful currency for the time being of the Czech Republic. In addition, all references
to "euro", "EUR" and "" refer to the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended, all references
to "BGN" and "Bulgarian Lev" are to the lawful currency of Bulgaria, all references to "PLN" and "Polish zloty"
are to the lawful currency of Poland, all references to "RON" and "Romanian lei" refer to the lawful currency of
Romania and all references to "TRY" and "Turkish Lira" refer to the lawful currency of Turkey.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly, figures
shown for the same item of information presented in different tables may vary slightly, and figures shown as totals
in certain tables may not be an arithmetical aggregate of the figures preceding such totals.
CEZ, a. s., was incorporated as a joint stock company under the laws of the Czech Republic on May 6, 1992 with
unlimited duration and was registered in the Commercial Register administered by the Municipal Court in
Prague, File B, Section 1581, with identification number 45274649. Its registered office is at Duhová 2/1444, 140
53 Prague 4, Czech Republic and its telephone number at that address is +420 211 041 111.

6

CEZ Finance B.V. was incorporated as a private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) under the laws of the Netherlands on March 17, 2021 with its statutory seat in Amsterdam
and was registered with the Dutch Chamber of Commerce (Kamer van Koophandel) with number 82230714. Its
registered office is at Herikerbergweg 157, 1101CN Amsterdam, the Netherlands. CEZ Finance B.V. is a
subsidiary of CEZ, a. s., with CEZ, a. s., as its sole shareholder.
In this Base Prospectus, references to "CEZ" are to CEZ, a. s. and references to the "CEZ Group", the "Group",
"we", "us" and "our" are to CEZ, a. s. and its consolidated subsidiaries.
The obligations of CEZ and/or CEZ Finance are not in any way guaranteed by, or otherwise backed by the credit
of, the Czech Republic or any agency, ministry or political subdivision thereof.

7

CONTENTS
Clause
Page
Overview of the Programme ............................................................................................................................. 9
Risk Factors ..................................................................................................................................................... 15
Stabilization..................................................................................................................................................... 48
Presentation of Financial Information ............................................................................................................. 49
Forward-Looking Statements .......................................................................................................................... 51
Historical and Current Market and Industry Data ........................................................................................... 53
Selected Financial Information ....................................................................................................................... 54
Documents Incorporated by Reference ........................................................................................................... 58
Glossary of Terms and Definitions ................................................................................................................. 60
Form of the Notes............................................................................................................................................ 68
Applicable Final Terms ................................................................................................................................... 70
Applicable Pricing Supplement ....................................................................................................................... 83
Terms and Conditions of the Notes ................................................................................................................. 97
Use of Proceeds ............................................................................................................................................. 136
Sustainability-Linked Financing Framework ................................................................................................ 137
Description of CEZ Finance .......................................................................................................................... 139
Description of CEZ ....................................................................................................................................... 140
Regulation ..................................................................................................................................................... 197
Management of CEZ ..................................................................................................................................... 227
Taxation ........................................................................................................................................................ 246
Subscription and Sale .................................................................................................................................... 255
Transfer Restrictions ..................................................................................................................................... 260
General Information ...................................................................................................................................... 261
Financial Statements ...................................................................................................................................... F-1

8

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the
applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing Supplement). The relevant Issuer, the
Guarantor (if applicable) and any relevant Dealer may agree that Notes shall be issued in a form other than that
contemplated in the Terms and Conditions, in which event, in the case of Notes, other than Exempt Notes, and if
appropriate, a supplement to the Base Prospectus or a new Base Prospectus will be published.
This Overview constitutes a general description of the Programme for the purposes of Article 25.1 of Commission
Delegated Regulation (EU) No. 2019/980.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same
meanings in this Overview.

Issuers:
CEZ, a. s.
CEZ Finance B.V.
Issuer Legal Entity Identifier:
CEZ, a.s.: 529900S5R9YHJHYKKG94
CEZ Finance B.V.: 315700K4UNKLPGVH1Y89
Guarantor:
In respect of Notes issued by CEZ Finance B.V., CEZ, a. s.
Risk Factors:
There are certain factors that may affect either Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These are set out
under "Risk Factors" below. In addition, there are certain factors which
are material for the purpose of assessing the market risks associated with
Notes issued under the Programme. These are set out under "Risk Factors"
and include certain risks relating to the structure of particular Series of
Notes and certain market risks.
Description:
Euro Medium Term Note Programme
Arranger and Dealer:
Citigroup Global Markets Europe AG
Dealers:
Citigroup Global Markets Europe AG; and any other Dealers appointed in
accordance with the Amended and Restated Programme Agreement and
excluding any entity whose appointment has been terminated.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale") including
the following restrictions applicable at the date of this Base Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the proceeds of the
issue are accepted in the United Kingdom, constitute deposits for the
purposes of the prohibition on accepting deposits contained in section 19
of the FSMA unless they are issued to a limited class of professional
investors and have a denomination of at least £100,000 or its equivalent,
see "Subscription and Sale".
Agent:
Deutsche Bank AG, London Branch

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Programme Size:
Up to 8,000,000,000 (or its equivalent in other currencies calculated as
described in the Amended and Restated Programme Agreement)
outstanding at any time provided that the sum of (i) the aggregate nominal
amount of the outstanding Notes issued under the Programme from time
to time and (ii) the aggregate nominal amount of outstanding
Namensschuldverschreibung securities (the "NSV") issued by CEZ, a.s.
under German law from time to time, shall not exceed the limit of
8,000,000,000. As of the date of this Base Prospectus, CEZ has issued
NSV in the aggregate nominal amount of 211,000,000. Pursuant to the
resolution of the Board of Directors dated February 14, 2011 and the
Supervisory Board dated February 24, 2011, as at the date of this Base
Prospectus CEZ's internal limit of the aggregate nominal amount of
outstanding NSV, which may be issued from time to time, is
1,000,000,000. The relevant Issuer and the Guarantor (if applicable) may
increase the amount of the Programme in accordance with the terms of the
Amended and Restated Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
Notes may be denominated in euro, U.S. dollars, yen and, subject to any
applicable legal or regulatory restrictions, any other currency agreed
between the relevant Issuer, the Guarantor (if applicable) and the relevant
Dealer.
Maturities:
The Notes will have such maturities as may be agreed between the relevant
Issuer, the Guarantor (if applicable) and the relevant Dealer, subject to
such minimum or maximum maturities as may be allowed or required
from time to time by the relevant central bank (or equivalent body) or any
laws or regulations applicable to the relevant Issuer or the relevant
Specified Currency.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt Notes, a
partly-paid basis and at an issue price which is at par or at a discount to,
or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of the
Notes."
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the relevant Issuer, the Guarantor (if applicable) and the relevant
Dealer and on redemption and will be calculated on the basis of such Day
Count Fraction as may be agreed between the relevant Issuer, the
Guarantor (if applicable) and the relevant Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(a)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency governed
by an agreement incorporating the 2021 ISDA Definitions (as
published by the International Swaps and Derivatives
Association, Inc., and as amended and updated as at the Issue Date
of the first Tranche of the Notes of the relevant Series); or

(b)
on the basis of the reference rate set out in the applicable Final
Terms (or, in the case of Exempt Notes, the applicable Pricing
Supplement).

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