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CINEWORLD GROUP PLC

AGM Information Feb 2, 2018

5311_rns_2018-02-02_c6e5271e-bc0c-4102-b036-39fe66c3e1de.pdf

AGM Information

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CINEWORLD GROUP PLC

Cineworld Group plc (the Company) hereby confirms that the following ordinary resolutions were approved by its shareholders at the Company's general meeting held on 2 February 2018:

    1. THAT, subject to the passing of resolution 2 below, the proposed acquisition of the entire issued and to be issued share capital of Regal Entertainment Group (the Acquisition) pursuant to the terms and subject to the conditions contained in the agreement and plan of merger dated 5 December 2017 between the Company, Regal Entertainment Group, Crown Intermediate HoldCo, Inc. and Crown Merger Sub, Inc. (the Merger Agreement) and all other agreements and ancillary arrangements contemplated by the Merger Agreement be and are hereby approved and that the directors of the Company (the Directors) (or any duly constituted committee of the Directors) be and are hereby authorised to take all such steps as may be necessary, expedient or desirable in relation thereto and to carry the same into effect with such modifications, variations, revisions or amendments (provided such modifications, variations or amendments are not of a material nature) as they shall deem necessary, expedient or desirable; and
    1. THAT, subject to the passing of resolution 1 above and subject to and conditional upon admission to listing on the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities of the new ordinary shares of one pence each to be issued by the Company in connection with the issue by way of rights of up to 1,095,662,872 new ordinary shares at a price of 157 pence per new ordinary share to qualifying shareholders on the register of members of the Company at the close of business on 31 January 2018 (the Rights Issue) and in addition, to the extent unutilised, to the authority conferred on them at the last annual general meeting of the Company on 18 May 2017, the Directors be are hereby generally and unconditionally authorised, pursuant to and in accordance with 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 shares in the Company up to a nominal amount of £10,956,628.72 in connection with the Rights Issue, such authority to expire (unless previously revoked by the Company) at the close of business on 4 June 2018, 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.

For and on behalf of Cineworld Group plc

Fiona Smith Company Secretary

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