CINEWORLD GROUP PLC — Proxy Solicitation & Information Statement 2020

Apr 8, 2020

IMPORTANT NOTICE TO SHAREHOLDERS

As explained on page 1 of the Notice of Annual General Meeting, shareholders are strongly encouraged to appoint the Chairman of the meeting to be his/her proxy at the meeting, given that no shareholders other than the minimum number of shareholders required to ensure that the meeting is quorate will be permitted to attend the meeting.

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FORM OF PROXY

CINEWORLD GROUP PLC - ANNUAL GENERAL MEETING

Bar Code: ___

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: __

Event Code: ___

as my/our proxy to exercise all or any of my rights to vote in respect of my/our voting entitlement on my/our behalf at the AGM of the Company to be held at 10.30am on Wednesday 13 May 2020 at Vantage London, Great West Road, Brentford TW8 9AG and at any adjournment thereof.

Explanatory notes are set out overleaf.

Please indicate by crossing 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)

	Fax	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 2019.	☑	☑	☑
2. To receive and approve the Directors' Remuneration Report for the year ended 31 December 2019.	☑	☑	☑
3. To re-elect Alicia Kornasiewicz as a Director of the Company.	☑	☑	☑
4. To re-elect Nisan Cohen as a Director of the Company.	☑	☑	☑
5. To re-elect Israel Greidinger as a Director of the Company.	☑	☑	☑
6. To re-elect Moshe "Mooky" Greidinger as a Director of the Company.	☑	☑	☑
7. To re-elect Renana Teperberg as a Director of the Company.	☑	☑	☑
8. To re-elect Camela Galano as a Director of the Company.	☑	☑	☑
9. To re-elect Dean Moore as a Director of the Company.	☑	☑	☑
10. 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)

	Fax	Against	Vote withheld
11. To re-elect Arni Samuelsson as a Director of the Company.	☑	☑	☑
12. To re-elect Eric "Rick" Senat as a Director of the Company.	☑	☑	☑
13. To appoint PricewaterhouseCoopers LLP as auditors of the Company.	☑	☑	☑
14. To authorise the Directors to set the remuneration of the auditors.	☑	☑	☑
15. To authorise the Directors to allot shares.	☑	☑	☑
16. To give the Directors general authority to disapply pre-emption rights.	☑	☑	☑
17. To give the Directors additional authority to disapply pre-emption rights for the purposes of acquisitions or specified capital investments.	☑	☑	☑
18. To authorise the Company to purchase its own shares.	☑	☑	☑
19. To approve shorter notice periods for certain General Meetings.	☑	☑	☑

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 their proxy to exercise all or any of their rights, to 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. 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). As explained on page 1 of the Notice of Annual General Meeting, however, shareholders are strongly encouraged to appoint the Chairman of the meeting to be his/her proxy at the meeting, given that no shareholders other than the minimum number of shareholders required to ensure that the meeting is quorate will be permitted to attend the meeting.

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. As explained on page 1 of the Notice of Annual General Meeting, however, shareholders are strongly encouraged to appoint the Chairman of the meeting to be his/her proxy at the meeting, given that no shareholders other than the minimum number of shareholders required to ensure that the meeting is quorate will be permitted to attend the meeting.

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, they can decide whether, and how, to vote.

5. Entitlement to 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 11 May 2020. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to 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 form of proxy must arrive at Link 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 11 May 2020 (or not less than 48 hours before the time of the AGM if it is adjourned).

8. If you prefer, you may return the proxy form to the Registrars in an envelope addressed to FREEPOST PXS, 34 Beckenham Road, BR3 4ZF. Please allow around five days for this delivery method.

9. Shareholders wishing to appoint a proxy online should visit www.signalshares.com and follow the instructions. The same deadline as in note 7 above applies.

10. 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 7 above applies.

11. Biographies of the Directors standing for re-election or election are set out on pages 44 to 46 of the Annual Report and are summarised in the Notice of AGM.

12. The Directors of the Company will interpret any ambiguous proxy appointments. The Chairman will, in his capacity as proxy, interpret any ambiguous voting instructions he receives. Their respective determinations will be final.

13. As an alternative to completing and returning this proxy form, you may vote your shares electronically at www.signalshares.com. You will need your investor code which is located on your share certificate. Please see Note 1 to the Notice of Annual General Meeting for further details.

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Licence Number
RLUB-TBUX-EGUC

PXS
34 Beckenham Road
BECKENHAM
BR3 4ZF