CINEWORLD GROUP PLC

Proxy Solicitation & Information Statement • Apr 17, 2012

Attendance card CINEWORLD GROUP PLC – Annual General Meeting

You may submit your proxy electronically using the Share Portal service at www.capitashareportal.com.

If not already registered for the Share Portal, you will need your Investor Code below.

The Chairman of Cineworld Group Plc invites you to attend the Annual General Meeting of the Company to be held at The Cineworld Cinema, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF at 11:30am on 21 May 2012.

If you plan to attend the Annual General Meeting of Cineworld Group Plc, please bring this card with you to the Meeting and present it at Shareholder registration/ accreditation. Please note that the meeting is due to commence at 11:30am.

Signature of person attending

Bar Code:

Investor Code:

CINEWOR LD GRO	UP PLC – Annual Gene	ral Mee		ting
				Bar Code:
	I/We being a member of the Company hereby appoint the Chairman of the Meeting OR the following person			Investor Code:
Name of Proxy		Number of Shares Appointed Over		Event Code:
Explanatory notes are set out overleaf.				As my/our proxy to exercise all or any of my rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at 11:30am on Monday 21st May 2012 at The Cineworld Cinema, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF and at any adjournment thereof.
	Please indicate by ticking the box if this proxy appointment is one of multiple appointments being made For the appointment of one or more proxies, please refer to explanatory note 2 (overleaf).
Resolutions	Please mark 'X' to indicate how you wish to vote (see note 4 overleaf)	For	Vote withheld Against	Please mark 'X' to indicate Resolutions how you wish to vote (see note 4 overleaf)	Vote withheld Against For
To receive the Report and Accounts for the period ended
				10 To re-elect Peter Williams as a Director
29 December 2011. To approve the Directors' Remuneration Report.				(see note 12 overleaf). 11 To elect Philip Bowcock as a Director
To declare a final dividend.				(see note 12 overleaf). 12 To re-appoint KPMG Audit plc as auditors to the Company.
To re-elect Anthony Bloom as a Director				13 To authorise the Directors to set the remuneration of
(see note 12 overleaf). To re-elect Martina King as a Director				the auditors. 14 To authorise the Directors to allot shares.
(see note 12 overleaf). To re-elect David Maloney as a Director				15 To disapply statutory pre-emption rights.
(see note 12 overleaf). To re-elect Tom McGrath as a Director				16 To authorise the purchase of own shares.
1 2 3 4 5 6 7 (see note 12 overleaf). 8 To re-elect Rick Senat as a Director (see note 12 overleaf).				17 To approve the proposed amendment to the Cineworld Group 2007 Performance Share Plan.

To assist with arrangements, if you intend attending the meeting in person please place an 'X' in the box opposite.

Signature Date

In the case of a corporation, this proxy must be given under its common seal or signed on its behalf by an officer duly authorised, stating their capacity (e.g. director, company secretary).

Explanatory Notes

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his/her proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see overleaf). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which your proxy is authorised to act. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, must not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("Nominated Persons"). Nominated Persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
• 1. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. If you do not indicate on the form how your proxy is to vote or otherwise give your proxy instructions how to vote, he/she can decide whether, and how, to vote.
• 1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00pm on 17 May 2012. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. In the case of joint holders, the signature of any one holder will be sufficient, but the names of all joint holders should be stated, and the vote of the senior holder who tenders a vote will be accepted to the exclusion of the vote(s) of other joint holder(s), seniority being determined by the order in which the names stand in the register of members of the Company.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. The form of proxy must arrive at Capita Registrars, 34 Beckenham Road, Beckenham, BR3 4TU during usual business hours accompanied by any power of attorney under which it is executed (if applicable) no later than 11:30am on 17 May 2012 (or not less than 48 hours before the time of the AGM if it is adjourned).
• 1. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, BR3 4TU.
• 1. Shareholders wishing to appoint a proxy online should visit www. capitashareportal.com and follow the instructions. The same deadline as in Note 8 above applies.
• 1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Again, the same deadline as in Note 8 above applies.
• 1. Of the Directors standing for election, Anthony Bloom is the Chairman of the Company and a Non-Executive Director; Martina King is a Non-Executive Director and a member of the Remuneration Committee; David Maloney is a Non-Executive Director, the Chairman of the Audit Committee and a member of the Remuneration and Nomination Committees; Tom McGrath is a Non-Executive Director and the Chairman of the Nomination Committee; Rick Senat is a Non-Executive Director and a member of the Audit Committee; Stephen Wiener is the Chief Executive Officer; Peter Williams is a Non-Executive Director, the Chairman of the Remuneration Committee and a member of the Audit and Nomination Committees; and Philip Bowcock is the Chief Financial Officer.

Business Reply Service Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road Beckenham Kent BR3 4TU