Pre-Annual General Meeting Information • Mar 23, 2023
Pre-Annual General Meeting Information
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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 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 Registered Office: 8th Floor Vantage London (Registered in England under number 5212407) Great West Road, Brentford, England
TW8 9AG
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A General Meeting of Cineworld Group plc (the "Company") will be held on 20 April 2023 at 10:00 a.m. at Vantage London, Great West Road, Brentford, England TW8 9AG (the "General Meeting") pursuant to section 656 of the Companies Act 2006 (the "Act"). The notice of meeting is set out on page 2 (the "Notice of Meeting"). Details of the item of business to be proposed at the meeting are set out below.
In circumstances where the value of the Company's net assets is less than half of its called-up share capital (constituting a "serious loss of capital" under the Act), its Directors are required, pursuant to section 656 of the Act, to convene a general meeting of the Company for the purpose of allowing shareholders to consider whether any, and, if so, what, steps should be taken to deal with the situation. Accordingly, the Board is calling the General Meeting to ensure that this matter is addressed as required by the Act. The Board welcomes dialogue with the Company's shareholders, and the General Meeting will provide a forum for such discussions to take place, but no resolutions will be proposed at the General Meeting.
The Company remains in discussions with its key stakeholders with a view to developing a Chapter 11 plan of reorganisation that maximises value for the benefit of the Group and its stakeholders. The marketing process, which was announced on 3 January 2023, is continuing in parallel. As previously announced, it is not expected that any plan of reorganisation or sale transaction would result in any recovery for the Company's shareholders. Further updates will be provided to shareholders by way of announcement when appropriate and will be made available on the Company's website at www.cineworldplc.com.
The Board does not consider it necessary to propose a specific resolution in relation to the serious loss of capital and shareholders will not be asked to vote at the General Meeting. Instead, the Board invites shareholders of the Company to discuss the serious loss of capital and to put questions to the Board.
Shareholders will not be asked to vote at the General Meeting but are still entitled to appoint a proxy to attend the General Meeting on their behalf. If you are planning to attend the meeting, it would be helpful if you could please indicate this by registering your attendance. You will find details of how to appoint a proxy and register attendance set out in the notes to this document. Please make sure to complete this process as soon as possible and, in any event, so that your appointment is received no later than 10:00 a.m. on 18 April 2023 or not less than 48 hours before the time of the General Meeting if it is adjourned. A valid appointment of a proxy will not prevent you from attending the meeting in person and speaking should you wish.
Yours faithfully,
Alicja Kornasiewicz Chair 23 March 2023
NOTICE IS HEREBY GIVEN that a General Meeting of Cineworld Group plc will be held at Vantage London, Great West Road, Brentford, England TW8 9AG on 20 April 2023 at 10:00 a.m. for the transaction of the following business.
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To consider whether any, and if so what, steps should be taken to address the serious loss of capital within the Company, pursuant to section 656(1) of the Companies Act 2006.
By order of the Board
Company Secretary 23 March 2023
Registered Office: 8th Floor Vantage London Great West Road Brentford England TW8 9AG
Holders of ordinary shares, or their duly appointed representatives, are entitled to attend and speak at the General Meeting. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and speak on their behalf at the General Meeting. A proxy need not be a shareholder. More than one proxy can be appointed in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different ordinary share or shares held by that shareholder.
The valid appointment of a proxy will not prevent a shareholder attending the General Meeting in person and speaking if he/she wishes to do so. If you are planning to attend the meeting, it would be helpful if you could please indicate this by registering your attendance at www.signalshares.com, following the instructions below.
The appointment of a proxy and registration of attendance must be received not later than 10:00 a.m. on 18 April 2023 or not less than 48 hours before the time of the General Meeting if it is adjourned. To appoint a proxy online or register attendance, 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 selecting a password. Once registered, you will be able to complete your proxy appointment or register your attendance online. In the case of joint holdings, any one holder may appoint the proxy but the names of all joint holders must be stated. Alternatively, a shareholder may request a hard copy form of proxy. 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 Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by the same deadline as above.
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 & International 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 10:00 a.m. on 18 April 2023 or not less than 48 hours before the time of the 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 & International 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.
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 General Meeting.
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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.
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 18 April 2023 shall be entitled to attend the General 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 the General Meeting. If the General 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 the adjourned meeting. If the General 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.
As at 21 March 2023, being the last practicable date prior to the publication of this document, the Company's issued share capital consists of 1,373,428,670 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 21 March 2023 are 1,373,428,670. No shares are held by the Company as treasury shares.
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.
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.
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 Chair's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.
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.
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