Extraordinary General Meeting of Shareholders

The Board of  Directors  of CEZ,  a. s., with its  registered  seat in Prague 4,
Duhova 2/1444,  PSC 140 53, ID 45 27 46 49, tax ID 004-45274649,  entered in the
Commercial Register  administered by the Municipal Court for Prague,  Section B,
File No. 1581, hereby convenes an Extraordinary  Meeting of Shareholders,  to be
held at 10.00 a.m. on  February  24, 2003 at  Tereziansky  sal of  Benediktinske
arciopatstvi sv. Vojtecha a sv. Markety  (brevnovsky  klaster),  Marketska 28/1,
169 01 Prague 6.

Agenda:

1.   Opening, election of a Chairman of the meeting, a minute clerk, scrutineers
     and record verifiers.
2.   Approval of draft agreement on the sale of a part of a business - Teplarny
     Nachod.
3.   The removal and election of members of the Supervisory Board, with the
     exception of members elected by the Company's employees pursuant to Section
     200 of the Commercial Code and Article 13.1 a) of the Articles of
     Association of CEZ, a. s.
4.   Closing.

The record date for attendance of the General Meeting will be February 18, 2003.
The  General  Meeting may be attended  by any  shareholder  registered  with the
Securities center as holder of the Company's shares as of the aforesaid date.

The draft agreement on the sale of a part of a business,  Teplarny  Nachod,  and
expert report on the analysis of the draft  agreement on the sale of a part of a
business,  may be viewed by the shareholders in the Company' s seat in Prague 4,
Duhova  2/1444,  PSC 140 53, on business  days from 8.00 a.m. to 4.00 p.m.  from
January 22, 2003 to the date of the General Meeting.

Starting  from  January 22,  2003,  the draft  agreement  on sale of a part of a
business,  Teplarny Nachod,  is also included in the records kept on file by the
Commercial Register maintained by the Municipal Court for Prague.

The  registration of shareholders  will start at 9:00 a.m. on the day and at the
venue indicated above.

Shareholders  who are  individuals  shall prove their  identities  by presenting
identity cards.  Representatives of legal entities shall identify  themselves by
presenting  a document  verifying  the  existence  of such legal  entity and the
authority  to act on its behalf,  in addition to  presenting  their own personal
identification.  Proxies of shareholders  shall moreover identify  themselves by
presenting powers of attorney with notarized signatures of the principals.

Shareholders who are non-resident individuals shall identify themselves by means
of  passports.  Proxies of such  non-residents  shall  identify  themselves by a
certified power of attorney.  Shareholders who are  non-resident  legal entities
shall moreover identify themselves by a document verifying the existence of such
legal entity, and if the person in question is not such shareholder's  statutory
body, also by a certified power of attorney.

Documents  produced  by  foreign  shareholders  or  their  proxies  need  to  be
superlegalized  or apostilled,  if the Czech Republic does not have an agreement
on legal assistance with the country where the shareholder  permanently  resides
or is domiciled.

Costs  connected  with the  attendance of the General  Meeting are borne by each
shareholder.

The Board of Directors of CEZ, a. s.