Prospectus _____________________________________________________________________________________ ČEZ, a. s. (a joint stock company incorporated under the laws of the Czech Republic) Admission of Shares to Listing and Trading on the Warsaw Stock Exchange _____________________________________________________________________________________ This is a prospectus (“Prospectus”) for the purpose of listing of the shares ISIN CZ0005112300 (the “Shares”) of ČEZ, a. s. (“ČEZ” or the “Issuer” and, together with its affiliated companies, “ČEZ Group” or “ČEZ Holding”) on the Main Market of the Warsaw Stock Exchange (“WSE”) prepared in accordance with the Czech Capital Markets Act (Act No. 256/2004 Coll.) and relevant EU legislation (Directive 2003/71/EC, the “Prospectus Directive”, and Commission Regulation (EC) 809/2004) and approved by the Czech National Bank, as the competent authority under the Prospectus Directive. In granting its approval, the Czech National Bank does not accept any responsibility for the financial soundness of the Issuer or for the correctness of any of the statements made or opinions expressed with regard thereto. On the date of this Prospectus, the Shares representing 100% of the Issuer´s capital are admitted to listing and trading on the Prague Stock Exchange and application will be made for the Shares to be admitted to listing and trading on the regulated market of the WSE. It is expected that the admission to listing and trading of the Shares will become effective on or around October 31 2006. See “Risk Factors” set out on pages 6 to 12 of this Prospectus for a description of certain risks and factors that should be considered by prospective investors. Investors should only rely on the information contained in this document. No person has been authorized to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied upon as having been so authorized by the Issuer. Unless otherwise indicated, all information in this document is given as at the date of this document. Nothing contained in this document is or should be relied upon as a promise or representation as to future results or events. Neither the delivery of this document nor any sale made under it shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or its group since the date of this document or that the information in this document is correct as of any subsequent time. The Issuer will comply with its obligation under Czech law to publish any information required by law or by any appropriate regulatory authority. The distribution of this document and the offer of the Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by the Issuer to permit a public offering or listing of the Shares or to permit the possession or distribution of this document (or any other offering or publicity materials or application form(s) relating to the Shares) in any jurisdiction where action for that purpose may be required, except the application for admission of the Shares to listing and trading on the WSE. Accordingly, neither this document, nor any advertisement nor any 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 document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute or form a part of an offer to sell the Shares to any person in the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”) or under any other securities laws or with any other securities regulatory authority of any state or other jurisdiction of the United States. The Shares are being offered and sold only outside the United States to non-US persons in 15.9.2006 16:44 (2K) PRAGUE 512922 v2 i [CEZ Prospectus Master - 15 September 2006.DOC] offshore transactions in reliance on Regulation S under the Securities Act. The Shares may not be offered or sold in the United States or to US persons absent an exemption from the applicable registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. In making an investment decision, investors must rely on their own examination of the Issuer, its group and the Shares, including the risks involved. The contents of this document should not be construed as legal, business or tax advice. Each prospective investor should consult his or its own legal adviser, independent financial adviser or tax adviser for legal, financial or tax advice. Certain figures included in this document 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. In this document, all references to (i) “€”, “EUR” and “euro” are to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended by the Treaty on European Union and as amended by the Treaty of Amsterdam, and (ii) “Czech crowns”, “CZK”’ and “Kč” are to the lawful currency for the time being of the Czech Republic. Unless otherwise specified, the exchange rates used herein in relation to euro at a particular date or for a particular period are those specified under the heading “Exchange Rates”. The commercial mid-rate reported by the Czech National Bank as at 31 December 2005 was Kč 29.005 = € 1.00. Certain terms used in this document, including capitalized terms, are defined and explained in “Definitions”. The contents of the websites of the Issuer or of any other member of its group do not form a part of this document. 15.9.2006 16:44 (2K) PRAGUE 512922 v2 ii [CEZ Prospectus Master - 15 September 2006.DOC] TABLE OF CONTENTS Page TECHNICAL TERMS AND PRESENTATION OF OTHER DATA........................................................... 1 1. SUMMARY ................................................................................................................................................. 2 2. RISK FACTORS......................................................................................................................................... 6 3. STATEMENT OF THE ISSUER ............................................................................................................ 14 4. SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OPERATING DATA......... 16 5. REASONS FOR THE ADMISSION....................................................................................................... 17 6. INFORMATION ON THE ISSUER ....................................................................................................... 18 7. OPERATING AND FINANCIAL REVIEW AND PROSPECTS...................................................... 107 8. CAPITALIZATION AND INDEBTEDNESS...................................................................................... 122 9. DETAILS OF THE ADMISSION ......................................................................................................... 123 10. ADDITIONAL INFORMATION ...................................................................................................... 129 11. INCORPORATION BY REFERENCE............................................................................................ 144 12. DEFINITIONS .................................................................................................................................... 145 13. CONSOLIDATED FINANCIAL INFORMATION AND AUDITORS’ REPORTS FOR 2003, 2004, 2005 ........................................................................................................................................................ 147 14. RESTATED CONSOLIDATED FINANCIAL INFORMATION FOR 2003, 2004, 2005............ 241 ST 15. FINANCIAL RESULTS FOR 1 HALF OF 2006.......................................................................... 249 15.9.2006 16:44 (2K) PRAGUE 512922 v2 iii [CEZ Prospectus Master - 15 September 2006.DOC] TECHNICAL TERMS AND PRESENTATION OF OTHER DATA The technical abbreviations and expressions used in this document have the following meanings: CO Carbon monoxide; CO2 Carbon dioxide; Demand Consumption by the final consumer not including transmission and distribution losses and self consumption by the utilities sector (including electricity used in pump storage facilities) and other electricity generators and distributors; FBB Fluidized-bed boiler, a kind of boiler which reduces the content of sulphur dioxide emissions in the flue gases during the combustion process; FGD Flue-Gas Desulphurization, a flue stack technology for reducing sulphur dioxide content in power plant emissions; GW; GWh One gigawatt equals 1,000 MW; one gigawatt-hour represents one hour of electricity consumption at a constant rate of 1 GW; Installed The highest constant level of generation of electricity which a power plant is designed to be Capacity