CINEWORLD GROUP PLC

AGM Information • Apr 9, 2019

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares in Cineworld Group plc, please forward this document and the accompanying form of proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was arranged for transmission to the purchaser or transferee.

CINEWORLD GROUP PLC Notice of Annual General Meeting

Notice of the Annual General Meeting of Cineworld Group plc to be held on 15 May 2019 commencing at 10.30am at the Cineworld Cinema in Wandsworth, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF is set out in this document.

A form of proxy for use at this meeting accompanies this document. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and returned so as to be received by Link Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 10.30am on 13 May 2019 or not less than 48 hours before the time of the Annual General Meeting if it is adjourned. Alternatively, shareholders may appoint a proxy online at www.signalshares.com or use the service provided by Euroclear, in both cases by the same deadline as above. Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the Annual General Meeting should they choose to do so. Further details are given in the notes to this document.

CINEWORLD GROUP PLC

(Registered in England under number 5212407)

Registered Office: 8th Floor Vantage London Great West Road Brentford TW8 9AG

Dear Shareholder

ANNUAL GENERAL MEETING

The Annual General Meeting ("AGM") of Cineworld Group plc (the "Company") will be held on 15 May 2019 at 10.30am at the Cineworld Cinema in Wandsworth, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF. I do hope that you will be able to attend. If you are unable to attend, I would encourage you to exercise your right to vote by completing and returning the enclosed form of proxy. The notice of meeting is set out on pages 5 to 9 (the "Notice of Meeting"). Details of the items of business to be proposed at the meeting are set out below.

Resolutions 1 to 17 (inclusive) will be proposed as ordinary resolutions and resolutions 18 to 21 (inclusive) will be proposed as special resolutions. Ordinary resolutions require a simple majority of those present (in person or by proxy) at the AGM in order to be validly passed whereas special resolutions require a 75% majority.

Approval of the Report and Accounts (Resolution 1)

This resolution deals with the receipt and the adoption of the Report of Directors and the Financial Statements for the year ended 31 December 2018, together with the report of the auditors (the "2018 Annual Report"). Shareholders who are not receiving a printed copy of the 2018 Annual Report can obtain a copy by downloading it from the Company's website (www.cineworldplc.com) or by writing to the Company Secretary, Cineworld Group plc, 8th Floor, Vantage London, Great West Road, Brentford, TW8 9AG.

Approval of the Directors' Remuneration Report (Resolution 2)

The Directors' Remuneration Report, which explains how the Company's Directors' Remuneration Policy has been implemented over the period, is set out on pages 58 to 66 of the 2018 Annual Report. The Company is required to seek shareholder approval of the Directors' Remuneration Report each year. Resolution 2 seeks this approval. The vote is advisory and the Directors' entitlement to remuneration is not conditional upon the resolution being passed.

The Companies Act 2006 requires the Company to seek shareholder approval of the Directors' Remuneration Policy at least once every three years commencing with the first AGM after 1 October 2013. The policy is binding and, after it takes effect, no remuneration may be paid to Directors or former Directors other than in accordance with it. The current Directors' Remuneration Policy was approved by shareholders at the Company's AGM on 16 May 2018 and, therefore, as no changes are being proposed to the Directors' Remuneration Policy, the Company is not seeking renewal of this approval at the forthcoming AGM. The full Directors' Remuneration Policy is set out in the Company's Annual Report for the year ended 31 December 2017, which can be found in the "Investors" section under "Results, Reports and Presentations" on the Company's website.

Declaration of a Final Dividend (Resolution 3)

An interim dividend of 4.85 cents per share was paid on 5 October 2018 to ordinary shareholders. Subject to the passing of resolution 3, a final dividend of 10.15 cents per share will be paid on 5 July 2019 to shareholders on the register at the close of business on14 June 2019, which will result in total cash payable of approximately \$140m on 5 July 2019. This represents a full year dividend of 15.0 cents per share.

Election and re-election of Directors (Resolutions 4 to 14 (inclusive))

In accordance with the UK Corporate Governance Code and the Company's articles of association, all Directors will retire at this year's AGM and all Directors intending to continue in office will seek election or re-election. Accordingly, Anthony Bloom, Alicja Kornasiewicz, Dean Moore, Scott Rosenblum, Arni Samuelsson and Eric "Rick" Senat will offer themselves for re-election as Non-Executive Directors; and Nisan Cohen, Israel Greidinger and Moshe "Mooky" Greidinger will each offer themselves for re-election as Executive Directors. Camela Galano will offer herself for election as a Non-Executive Director and Renana Teperberg will offer herself for election as an Executive Director, having both been appointed to the Board of Directors with effect from 19 July 2018. Julie Southern will be stepping down from the Board following the AGM and will therefore not be seeking re-election.

Resolutions 4 to 14 (inclusive) deal with the election and re-election of the Directors. Biographical details of the Directors can be found on pages 38 to 39 of the 2018 Annual Report. The Board is satisfied that each of the Directors standing for re-election continues to show the necessary commitment and to be an effective member of the Board due to his or her skills, expertise and business acumen. The Board considers that both Camela Galano and Renana Teperberg have and will continue to make a valuable contribution to the Board and that they have sufficient time to devote to the Company's affairs. Their elections to the Board are recommended by the Nomination Committee.

Re-appointment of Auditors and their Remuneration (Resolutions 15 and 16)

The Company is required to appoint auditors at each AGM, to hold office until the end of the next such meeting. On the advice of the Company's Audit Committee, the Board proposes that KPMG LLP be re-appointed as auditors.

Resolution 15 deals with the re-appointment of KPMG LLP as auditors of the Company until the conclusion of the next AGM and resolution 16 authorises the Directors to set their remuneration.

Authority of Directors to allot shares (Resolution 17)

Shareholders' authority is required before the Directors may allot shares in the Company. Paragraph a.I of resolution 17 would give the Directors the authority to allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal value of £4,570,544.88. This amount represents approximately one third of the share capital of the Company in issue at 7 April 2019 (being the last practicable date prior to the publication of this notice).

In line with the Share Capital Management Guidelines issued by the Investment Association, paragraph a.II of resolution 17 would give the Directors the authority to allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company in connection with a rights issue up to an aggregate nominal value of £9,141,089.76 (as reduced by the nominal amount of any shares issued under paragraph a.I of this resolution). This amount (before any reduction) represents approximately two thirds of the share capital of the Company in issue at 7 April 2019 (being the last practicable date prior to the publication of this notice).

Except in relation to the Company's employee share schemes, the Directors have no present intention of using this authority. However, the Directors may consider allotting shares if they believe it would be appropriate to do so in respect of business opportunities that may arise consistent with the Company's strategic objectives. The Company does not, as at the date of this notice, hold any treasury shares (which are shares held by the Company itself).

This authority will expire at the conclusion of the Company's next AGM or at the close of business on 14 August 2020, whichever is the earlier.

General disapplication of pre-emption rights on share allotment (Resolution 18)

Under section 561 of the Companies Act 2006, when new shares are allotted or treasury shares are sold for cash, they must first be offered to existing shareholders pro rata to their holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of ordinary shares without a pre-emptive offer to existing shareholders. This special resolution empowers the Directors to: (a) allot shares in the Company on a non pre-emptive basis to ordinary shareholders in connection with an otherwise pre-emptive allotment, such as a rights issue, scrip dividend or other similar issue, for example where fractional entitlements or legal or practical difficulties in jurisdictions outside the UK may prevent the allocation of shares on a pro rata basis; and (b) otherwise allot shares in the Company, or sell treasury shares, for cash, up to an aggregate nominal value of £685,581.73 (representing just less than 5% of the share capital in issue as at 7 April 2019, being the last practicable date prior to the publication of this notice) as if the pre-emption rights of section 561 of the Companies Act 2006 did not apply.

Except in relation to the Company's employee share schemes, the Directors have no immediate plans to make use of these authorities. In line with the Pre-Emption Group's Statement of Principles ("Principles") and with best practice, the Board confirms that it does not intend to issue more than 7.5% of the issued share capital of the Company on a non pre-emptive basis, except in connection with an acquisition or specified capital investment referred to in the Principles, in any rolling three-year period without prior consultation with shareholders.

This authority will expire at the conclusion of the Company's next AGM or at the close of business on 14 August 2020, whichever is the earlier.

Specific disapplication of pre-emption rights in connection with an acquisition or specified capital investment (Resolution 19) The Principles state that, in addition to the general authority to allot ordinary shares for cash up to a maximum equal to 5%

of total issued share capital, as proposed in resolution 18, the Pre-Emption Group is supportive of extending the general authority for certain purposes. This special resolution empowers the Directors to allot shares in the Company, or sell treasury shares, for cash, up to an additional aggregate nominal value of £685,581.73 (representing just less than 5% of the share capital in issue as at 7 April 2019, being the last practicable date prior to the publication of this notice) as if the pre-emption rights of section 561 of the Companies Act 2006 did not apply. The maximum nominal value of equity securities which could be allotted, if the authorities under both resolutions 18 and 19 were used, would be £1,371,163.46 (representing just less than 10% of the share capital in issue as at 7 April 2019, being the last practicable date prior to the publication of this notice).

In accordance with the Principles, this authority will only be used to fund one or more acquisitions or specified capital investments that are announced contemporaneously with the relevant issue, or that have taken place in the preceding six month period and are disclosed in the announcement of the issue. This authority is designed to benefit the Company and its shareholders generally since there may be occasions in the future when Directors need the flexibility to pursue acquisition or investment opportunities as and when they arise.

This authority will expire at the conclusion of the Company's next AGM or at the close of business on 14 August 2020, whichever is the earlier.

Authority of the Company to purchase its own shares (Resolution 20)

Resolution 20 is being proposed to renew the Directors' authority to purchase up to 137,116,346 ordinary shares which, at 7 April 2019 (being the last practicable date prior to the publication of this notice), represented just less than 10% of the Company's issued share capital. This authority will only be exercised if, having taken account of the likely impact on the financial position of the Company, the Directors are satisfied that any such purchase will be in the best long-term interest of shareholders.

This authority will expire at the conclusion of the Company's next AGM or at the close of business on 14 August 2020, whichever is the earlier. The shares repurchased by the Company under the authority would either be cancelled or held as treasury shares. No dividends may be paid on shares which are held as treasury shares and no voting rights are attached to them. Any issue of treasury shares for the purposes of the Company's employee share schemes will be made within the anti-dilution limits set out by the Investment Association.

As at 7 April 2019 (being the last practicable date prior to the publication of this notice) there were options and awards outstanding over approximately 3,368,699 ordinary shares in the capital of the Company, which represented approximately 0.25% of the Company's issued ordinary share capital at that date. If the authority to purchase the Company's ordinary shares were to be exercised in full, these options and awards would represent approximately 0.27% of the Company's issued ordinary share capital (excluding treasury shares).

Notice of General Meetings (Resolution 21)

One of the requirements of the Shareholder Rights Directive is that all general meetings must be held on 21 clear days' notice unless shareholders agree to a shorter notice period. The articles of association of the Company enable the Company to call general meetings (other than AGMs) on 14 clear days' notice with shareholder approval. In order to preserve this ability, resolution 21 seeks such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. This authority will only be used in exceptional circumstances where the business of the meeting merits the flexibility, and where it is in the interests of shareholders as a whole.

Action to be taken

You will find enclosed a form of proxy. If you are unable to attend the AGM, please complete and return the form of proxy in accordance with the notes printed on the form (or appoint a proxy by another method in accordance with the notes to this document) as soon as possible and, in any event, so that it is received no later than 10.30am on 13 May 2019 or not less than 48 hours before the time of the AGM if it is adjourned. Completion and return of the form of proxy will not prevent you from attending the meeting and voting in person should you wish.

Recommendation

The Board believes that the proposed resolutions to be put to the AGM are in the best interests of shareholders and the Company as a whole and, accordingly, recommends that shareholders vote in favour of the resolutions, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.

Yours faithfully,

Anthony Bloom Chairman 9 April 2019

CINEWORLD GROUP PLC

(Registered in England under number 5212407)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the twelfth Annual General Meeting of Cineworld Group plc ("the Company") will be held at the Cineworld Cinema in Wandsworth, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF on Wednesday 15 May 2019 at 10.30am for the transaction of the following business. Resolutions 1 to 17 (inclusive) will be proposed as ordinary resolutions and resolutions 18 to 21 (inclusive) as special resolutions:

• 1. To receive and adopt the Report of Directors and the audited accounts of the Company for the year ended 31 December 2018 together with the report of the auditors.
• 1. To receive and approve the Directors' Remuneration Report for the year ended 31 December 2018.
• 1. To declare a final dividend of 10.15 cents per ordinary 1p share in respect of the year ended 31 December 2018.
• 1. To re-elect Anthony Bloom as a Director of the Company.
• 1. To re-elect Alicja Kornasiewicz as a Director of the Company.
• 1. To re-elect Nisan Cohen as a Director of the Company.
• 1. To re-elect Israel Greidinger as a Director of the Company.
• 1. To re-elect Moshe "Mooky" Greidinger as a Director of the Company.
• 1. To elect Renana Teperberg as a Director of the Company.
• 1. To elect Camela Galano as a Director of the Company.
• 1. To re-elect Dean Moore as a Director of the Company.
• 1. To re-elect Scott Rosenblum as a Director of the Company.
• 1. To re-elect Arni Samuelsson as a Director of the Company.
• 1. To re-elect Eric "Rick" Senat as a Director of the Company.
• 1. To re-appoint KPMG LLP as auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.
• 1. To authorise the Directors to set the remuneration of the auditors.
• 1. Ordinary Resolution (Authority of Directors to allot shares)

THAT:

• a. 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 £4,570,544.88 (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 £9,141,089.76 (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:
• i. ordinary shareholders in proportion as nearly as may be practicable to their existing holdings; and
• ii. 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;

• b. 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 14 August 2020, 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
• c. 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:

• a. 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:
• i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• ii. 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 considers 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 £685,581.73;
• b. 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
• c. 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:

• a. 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 £685,581.73; 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;
• b. 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

• c. 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.

• 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:

• a. the maximum aggregate number of ordinary shares hereby authorised to be purchased shall be 137,116,346;
• b. the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 1p per share (exclusive of expenses);
• c. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall be an amount equal to the higher of:
• (i) 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
• (ii) 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
• d. 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 14 August 2020, 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.

By order of the Board

Fiona Smith Company Secretary 9 April 2019

Registered Office: 8th Floor Vantage London Great West Road Brentford TW8 9AG

NOTES

Note 1

Holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the Annual General Meeting. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the meeting. A shareholder can appoint the Chairman of the meeting or anyone else to be his/her proxy at the meeting. A proxy need not be a shareholder. More than one proxy can be appointed in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different ordinary share or shares held by that shareholder. To appoint more than one proxy, the proxy form should be photocopied and completed for each proxy holder. The proxy holder's name should be written on the proxy form together with the number of shares in relation to which the proxy is authorised to act. A failure to specify the number of shares each proxy appointment relates to or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. The box on the proxy form must also be crossed to indicate that the proxy instruction is one of multiple instructions being given. All proxy forms must be signed.

The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in note 2) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.

A form of proxy is enclosed with this notice. To be valid, the form of proxy, together with the power of attorney or other authority under which it is signed (or a notarially certified copy of such power or authority), must be deposited with the Company's Registrars, Link Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not later than 10.30am on 13 May 2019 or not less than 48 hours before the time of the Annual General Meeting if it is adjourned. Alternatively, to appoint a proxy online (which must be done by the same deadline as above), shareholders may go to the following website: www. signalshares.com. You should select 'Register for the Share Portal' and enter "Cineworld Group plc". The Company's name will be presented on the next screen and you should click on this. Once you have clicked, you should follow the prompts on the screen by entering your surname, investor code, postcode, email address and to select a password. Once registered, you will be able to complete your proxy appointment online. In the case of joint holdings, any one holder may sign the form of proxy but the names of all joint holders must be stated. The vote of the senior joint holder who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder.

Note 2

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Link (ID RA10) not later than 10.30am on 13 May 2019 or not less than 48 hours before the time of the Annual General Meeting if it is adjourned. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link is able to retrieve the message by enquiry to CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Note 3

A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she is nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statements of the rights of members in relation to the appointment of proxies in notes 1 and 2 above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered members of the Company.

Note 4

Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001, only those shareholders registered in the register of members of the Company as at close of business on 13 May 2019 shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If the meeting is adjourned for a longer period then, to be so entitled, a member must be entered on the Company's register of members at the time which is 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.

Note 5

As at 7 April 2019, being the last practicable date prior to the publication of this document, the Company's issued share capital consists of 1,371,163,463 ordinary shares, carrying one vote each. Therefore the total voting rights in the Company as at 7 April 2019 are 1,371,163,463.

Note 6

All shareholders and their proxies attending have the right to ask questions at the meeting. The Company will answer any such questions relating to the business of the meeting, but it may not answer if (a) it would involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is not desirable in the interests of the Company or the good order of the meeting that the question be answered.

Note 7

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Note 8

The following documents will be available for inspection at the registered office of the Company during usual business hours on any weekday (except Saturdays, Sundays and public holidays) until the date of the meeting and at the place of the meeting for a period of 15 minutes prior to and during the meeting:

• a. letters of appointment of the Non-Executive Directors; and
• b. the service agreements for the Executive Directors.

Note 9

Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Note 10

You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this notice (or in any related documents including the Chairman's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.

Note 11

A copy of this notice, and any other information required by Section 311A of the Companies Act 2006, can be found at www.cineworldplc.com.