CINEWORLD GROUP PLC — Proxy Solicitation & Information Statement 2017

Apr 12, 2017

Please detach and retain this section

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.

AREA FOR PERSONALISATION

The Chairman of Cineworld Group plc invites you to attend the Annual General Meeting of the Company to be held at the Cineworld Cinema in Wandsworth, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF at 10.30am on 18 May 2017.

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 10.30am.

Signature of person attending

Bar Code:

Investor Code:

AREA FOR PERSONALISATION

FORM OF PROXY

CINEWORLD GROUP PLC - ANNUAL GENERAL MEETING

AREA FOR PERSONALISATION

I/We being a member of the Company hereby appoint the Chairman of the Meeting OR the following person

Name of Proxy

Number of Shares Appointed Over

Bar Code:

Investor Code:

AREA FOR PERSONALISATION

Event Code:

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 10.30am on Thursday 18 May 2017 at the Cineworld Cinema in Wandsworth, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF and at any adjournment thereof. Explanatory notes are set out overleaf.

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	Against	Vote withheld
1	To receive and adopt the Report of Directors and the audited accounts of the Company for the year ended 31 December 2016	☑	☑
2	To receive and approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report for the year ended 31 December 2016	☑	☑
3	To receive and approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2016	☑	☑
4	To declare a final dividend of 13.8p per ordinary 1p share in respect of the year ended 31 December 2016	☑	☑
5	To re-elect Anthony Bloom as a Director of the Company	☑	☑
6	To elect Nisan Cohen as a Director of the Company	☑	☑
7	To re-elect Israel Greidinger as a Director of the Company	☑	☑
8	To re-elect Moshe "Mooky" Greidinger as a Director of the Company	☑	☑
9	To re-elect Alicja Kornasiewicz as a Director of the Company	☑	☑
10	To elect Dean Moore as a Director of the Company	☑	☑
11	To re-elect Scott Rosenblum as a Director of the Company	☑	☑

RESOLUTIONS

Please mark "X" to indicate how you wish to vote (see note 4 overleaf)

	For	Against	Vote withheld
12	To re-elect Arni Samuelsson as a Director of the Company	☑	☑
13	To re-elect Eric "Rick" Senat as a Director of the Company	☑	☑
14	To re-elect Julie Southern as a Director of the Company	☑	☑
15	To re-appoint KPMG LLP as auditors of the Company	☑	☑
16	To authorise the Audit Committee to set the remuneration of the Auditors	☑	☑
17	To approve the new Long Term Incentive Plan	☑	☑
18	To authorise Directors to allot shares	☑	☑
19	To give Directors general authority to disapply pre-emption rights	☑	☑
20	To give Directors additional authority to disapply pre-emption rights for purposes of acquisitions or specified capital investments	☑	☑
21	To authorise the Company to purchase its own shares	☑	☑
22	To approve shorter notice periods for certain General Meetings	☑	☑

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).

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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 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).

2. 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.

3. 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.

4. 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.

5. 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 close of business on 16 May 2017. 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.

6. 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.

7. 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.

8. The form of proxy must arrive at Capita Asset Services, 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 10.30am on 16 May 2017 (or not less than 48 hours before the time of the AGM if it is adjourned).

9. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST CAPITA PXS. Please allow around 5 days for this delivery method.

10. 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.

11. 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.

12. Of the Directors standing for re-election, Anthony Bloom is the Chairman of the Company and a Non-Executive Director, Israel Greidinger is the Deputy Chief Executive Officer, Mooky Greidinger is the Chief Executive Officer, Alicja Kornasiewicz is a Non-Executive Director and member of the Audit Committee, Scott Rosenblum is a Non-Executive Director and member of the Nomination Committee, Arni Samuelsson is a Non-Executive Director and member of the Nomination Committee, Rick Senat is a Non-Executive Director, the Senior Independent Director, the Chairman of the Nomination Committee and a member of the Remuneration Committee, and Julie Southern is a Non-Executive Director, Chair of the Audit Committee and a member of the Remuneration Committee. Of the Directors standing for election, Nisan Cohen is the Chief Financial Officer, and Dean Moore is a Non-Executive Director, the Chairman of the Remuneration Committee and a member of the Audit Committee. Details of their biographies are set out on pages 33 to 36 of the Annual Report.

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