CINEWORLD GROUP PLC

AGM Information • May 12, 2021

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Company Number: 05212407

THE COMPANIES ACT 2006

SPECIAL BUSINESS

of

CINEWORLD GROUP PLC

(the “Company”)

(Passed on 12 May 2021)

At the Annual General Meeting of the Company, duly convened and held on the above date, the following resolutions were passed as ordinary resolutions and special resolutions.

1. Ordinary Resolution (Authority of Directors to allot shares)

THAT:

the Directors be and they are hereby generally and unconditionally authorised under section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (“Rights”):

I. up to an aggregate nominal amount of £4,575,991.63 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph a.II below in excess of such sum); and

II. comprising equity securities (as defined in section 560 of the Companies Act 2006), up to a nominal amount of £9,151,983.26 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph a.I above) in connection with an offer by way of a rights issue to:

ordinary shareholders in proportion as may be practicable to their existing holdings; and

people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

such authorities are to expire (unless previously revoked by the Company) at the conclusion of the next Annual General Meeting of the Company or at the close of business on 11 August 2022, whichever is the earlier, except that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights in pursuance of such offers or agreements as if the power conferred hereby had not expired; and

all previous authorities to allot shares or grant Rights, to the extent unused, shall be revoked.

1. Special Resolution (General disapplication of pre-emption rights on share allotment)

THAT:

subject to the passing of resolution 17 above, the Directors be and they are hereby empowered under section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash pursuant to the authority conferred upon them under resolution 17 above, as if section 561 of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to:

I. the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph a.II of resolution 17, by way of a rights issue only) to:

ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which it consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

II. in the case of the authority granted under paragraph a.I of resolution 17, to the allotment or sale (otherwise than under paragraph a.I of this resolution 18) of equity securities up to an aggregate nominal amount of £686,398.74;

this power shall cease to have effect when the authority given by resolution 17 is revoked or expires, but the Company may before such revocation or expiry make offers or agreements which would or might require equity securities to be allotted after this authority expires and the Directors may allot equity securities in pursuance of such offers or agreements notwithstanding that the authority has expired; and

this power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if the words “pursuant to the authority conferred upon them under resolution 17 above” were omitted from the introductory wording to this resolution.

1. Special Resolution (Specific disapplication of pre-emption rights in connection with an acquisition or specified capital investment)

THAT:

subject to the passing of resolution 17 above, the Directors be and they are hereby empowered under section 570 and section 573 of the Companies Act 2006, in addition to any power granted under resolution 18, to allot equity securities (as defined by section 560 of the Companies Act 2006) for cash pursuant to the authority conferred upon them under paragraph a.I of resolution 17 above, as if section 561 of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be:

I. limited to the allotment of equity securities up to an aggregate nominal amount of £686,398.74; and

II. used only for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice or for the purposes of refinancing such a transaction within six months of its taking place;

this power shall cease to have effect when the authority given by resolution 17 is revoked or expires, but the Company may before such revocation or expiry make offers or agreements which would or might require equity securities to be allotted after this authority expires and the Directors may allot equity securities in pursuance of such offers or agreements notwithstanding that the authority has expired; and

this power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if the words “pursuant to the authority conferred upon them under resolution 17 above” were omitted from the introductory wording to this resolution.

1. Special Resolution (Authority of the Company to purchase its own shares)

THAT the Company be, and it is hereby, generally and unconditionally authorised for the purpose of section 693 and section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 1p each in the capital of the Company (“ordinary shares”) upon such terms and in such manner as the Directors of the Company shall determine, provided always that:

the maximum aggregate number of ordinary shares hereby authorised to be purchased shall be 137,279,748;

the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 1p per share (exclusive of expenses);

the maximum price (exclusive of expenses) which may be paid for an ordinary share shall be an amount equal to the higher of:

105% of the average of the middle market quotations for an ordinary share (calculated by reference to the London Stock Exchange Daily Official List) for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and

the higher of the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out; and

unless previously renewed, revoked or varied, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or at the close of business on 11 August 2022, whichever is the earlier, save that the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares pursuant to any such contract or contracts as if such authority had not expired.

1. Special Resolution (Notice of General Meetings)

THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

Fiona Smith

Company Secretary

For and on behalf of Cineworld Group Plc