Kinepolis Group NV — AGM Information 2011

Apr 21, 2011

POWER OF ATTORNEY EXTRAORDINARY GENERAL MEETING 20 MAY 2011

The undersigned

(For physical persons: name, address and national registration number; for companies: , corporate name, legal form, corporate registered office)

Owner of ............... voting shares in the public limited company "KINEPOLIS GROUP NV" with registered office at 1020 Brussels, Eeuwfeestlaan 20, Enterprise Number VAT BE 0415.928.179 RLP Brussels

hereby appoints as his/her special attorney, with the possibility of substitution:

..................................................................................................................................

(Surname and name)

on whom he/she confers all powers to represent him/her at the extraordinary general meeting of the aforementioned company, to be held at the corporate registered office on 20 May, 2011.

In the absence of instructions form the shareholder, theauthorised representative will be free to vote on the proposed items on the agenda.

Agenda and proposal of resolutions for the extraordinary General Meeting

1. Amendments to the Articles of Association

Proposal of resolution:

With a view to implementing Directive 2007/36/EC of the European Parliament and the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed companies, the general meeting decides to make the following amendments to the Articles of Association under the condition precedent of publication in the Belgian Official Gazette of the law of 20 December 2010 on the exercise of certain rights of shareholders in listed companies and with entry into force on the date of entry into force specified by the aforementioned law or, where appropriate, by any amendment to the aforementioned law.

• 1.1. Article 28 Invitation
• The title of Article 28 of the Articles of Association is replaced as follows: "Invitation and Agenda"
• The text of the second paragraph of Article 28 of the Articles of Association is replaced as follows:
• "These invitations include at least the information specified in the Companies Code, and take place in the form and within the time limit required by the Companies Code."
• - The following sentences are added to the second paragraph of Article 28 of the Articles of Association:

"As long as shares in the company are traded on a market within the meaning of Article 4 of the Companies Code, one or more shareholders who together hold at least 3% of the capital have the right to make proposals on agenda items or resolution proposals in accordance with the applicable provisions of the Companies Code. The conditions to be met and the procedure to be followed are specified in the Companies Code.

As soon as the invitation has been published, shareholders who have satisfied the formalities referred to in Article 29 may submit written questions on the agenda items and the reports of the Board of Directors and the statutory auditors that will be addressed at the general meeting. Questions may be sent by e-mail to the e-mail address in the invitation, and must reach the company at the latest on the sixth day before the general meeting."

• The text of the third paragraph of Article 28 of the Articles of Association is replaced as follows:

"Every year a general meeting is held, the agenda for which includes at least the following items: the discussion of the annual report and, as the case may be, the report of the statutory auditors, the approval of the remuneration report, the discussion and approval of the annual accounts and the allocation of the net profit, the discharge of the directors and, as the case may be, of the statutory auditors, and as the case may be,, the appointment of director(s) and statutory auditor(s). In the latter case, the proposal of the Audit Committee on the appointment of the auditor(s) is also placed on the agenda."

1.2. Article 29 - Admission

Article 29 of the Articles of Association is replaced as follows:

"The right to attend the general meeting and to exercise a voting right at that meeting is only granted on the basis of the accounting registration of the shares in the name of the shareholder on the fourteenth day prior to the general meeting in question, at midnight, being the registration date, either by their entry in the register of shareholders of the company, or in the accounts of a recognised account holder or liquidation authority, or by the bearer shares being submitted to a financial intermediary, irrespective of the number of shares held by the shareholder on the day of the general meeting. No later than six days prior to the general meeting, the shareholder must, in accordance with the procedure determined by the Board of Directors, inform the company or a person appointed by the Board of Directors on his intention to attend the general meeting,. If the shareholder holds bearer shares or dematerialised shares, he provides the company or a person appointed by the Board of Directors, in accordance with the procedure determined by the Board of Directors, with a certificate from the financial intermediary, recognised account holder or liquidation authority, indicating with how many bearer shares or dematerialised shares, which were submitted or are entered in his accounts in the name of the shareholder on the registration date, the shareholder wishes to participate in the general meeting.

Warrant and/or bond holders may attend the general meeting provided they satisfy the aforementioned admission conditions as provided for shareholders, which must then be applied mutatis mutandis."

1.3. Article 30 - Representation

Article 30 of the Articles of Association is replaced as follows:

"Each shareholder may be represented at the general meeting by a third party, who may or may not be a shareholder, holder of a special proxy in accordance with the applicable provisions of the Companies Code. Within the limits stipulated by the Companies Code, the Board of Directors determines in the invitation the procedure for voting in the event of proxy and specifies a form that can be used for granting the proxy. The company must receive the proxy no later than the sixth day prior to the date of the general meeting in accordance with the procedure determined by the Board of Directors. Only proxies of shareholders who have satisfied the admission formalities set forth in Article 29 of these Articles of Association are taken into consideration."

1.4. Article 32 - Adjournment

In Article 32 of the Articles of Association, "three weeks" is replaced by "five weeks".

1.5. Article 34 - Deliberation

In Article 34 of the Articles of Association, paragraphs three and four are replaced as follows:

"The directors answer to the questions that are submitted to them by shareholders during the meeting or beforehand in writing in relation to their report or the agenda items, provided the communication of information or facts is not likely to be detrimental to the commercial interests of the company or the confidentiality by which the company or its directors are bound.

The auditors answer questions that are put to them by shareholders during the meeting or beforehand in writing in relation to their report, provided the communication of information or facts is not likely to be detrimental to the commercial interests of the company or the confidentiality by which the company, its directors or statutory auditors are bound.

If various questions relate to the same subject, the directors and statutory auditors may give a single answer."

1.6. Article 35 - Minutes

In Article 35 of the Articles of Association, the first paragraph is replaced as follows: "The minutes of the general meeting are signed by the members of the committee and those shareholders requesting it and contain the information and are made public in accordance with the applicable provisions of the Companies Code."

Click here to enter text.

Vote instruction – Agenda item n°1:

APPROVAL REJECTION ABSTENTION

2. Capital reduction

Proposal of resolution:

2.1. The extraordinary general meeting of the twentieth of May two thousand and eleven decides to reduce the share capital of the company by an amount of thirty million ten thousand two hundred sixty-eight euros seventy-four cents (€ 30,010,268.74), bringing it from forty-eight million nine hundred sixty-two thousand five hundred fifty-seven euros fifteen cents (€ 48,962,557.15) to eighteen million nine hundred fifty-two thousand two hundred eighty-eight euros forty-one cents (€ 18,952,288.41).

The purpose of this capital reduction, under the conditions of Articles 612 and 613 of the Companies Code, is to optimise the capital structure of the company and pay back a part of the capital to the shareholders in cash, in the sum of four euros thirty-three cents (€ 4.33) per share. The capital reduction does not involve the annulment of existing shares in the company, shall be borne equally by each share, and following the capital reduction each share in the company shall represent the same proportion of the new company capital of the company.

In fiscal terms, the reduction shall be applied only to the capital actually paid. The Board of Directors is authorised to determine the procedure and formalities and the payment date for paying back the capital reduction in accordance with the applicable laws and regulations. The procedure and formalities and the payment date for paying back the capital reduction shall be communicated by the company in accordance with the applicable laws and regulations.

The right to payment of the capital reduction shall be represented by coupon number 12, with an equivalent arrangement for dematerialised securities and registered securities.

2.2. The extraordinary general meeting further decides to replace forty-eight million nine hundred sixty-two thousand five hundred fifty-seven euros fifteen cents (€ 48,962,557.15) in Article 5 of the Articles of Association by eighteen million nine hundred fifty-two thousand two hundred eighty-eight euros forty-one cents (€ 18,952,288.41).

Vote instruction – Agenda item n°2:

APPROVAL REJECTION ABSTENTION

3. Authority to buy back own shares in view of their cancellation

Proposal of resolution:

3.1. The extraordinary general meeting of the twentieth of May two thousand and eleven has expressly authorised the Board of Directors, with in view of their cancellation (which does not, however, need to take place immediately, but can take place at a time deemed suitable by the Board of Directors), to acquire, in accordance with the provisions of the Companies Code, a maximum of one million seventy-four thousand two hundred seventy (1,074,270) own shares or profit-sharing certificates or certificates pertaining thereto, through purchase or exchange, directly or through a direct subsidiary within the meaning of Article 627 of the Companies Code or through a person acting in his own name but for the account of the company or such direct subsidiary, at a price that may be no less than the book value per share and no more than one hundred fifteen per cent (115%) of the closing price at which the shares are quoted on Euronext Brussels on the day preceding the purchase or exchange, in such a way that the company as well as direct subsidiaries within the meaning of Article 627 of the Companies Code and persons acting in their own name but for the account of the company or such direct subsidiaries shall at no time hold own shares with a book value more than twenty per cent (20%) of the share capital of the company. This authorisation is granted for a period of five years from the deed amending the Articles of Association dated the twentieth of May two thousand and eleven. This authorisation may be renewed.

The Board of Directors is also expressly authorised by the extraordinary general meeting of the twentieth of May two thousand and eleven to proceed with the cancellation of the own shares at the times deemed suitable by it insofar it considers this expedient. The extraordinary general meeting decides that the Board of Directors may use this authority at any time, if necessary repeatedly. The extraordinary general meeting hereby also authorises the Board of Directors to amend the number of shares indicated in the Articles of Association as a result of this cancellation and to have the necessary amendment to the Articles of Association recorded by a notary for the account of the company.

3.2. Amendment of Transitional Provision No. 2 as a result of the decision taken under 3.1.

Vote instruction – Agenda item n°3:

APPROVAL REJECTION ABSTENTION

4. Authority to buy back own shares with a view to covering options

Proposal of resolution

4.1. The extraordinary general meeting of the twentieth of May two thousand and eleven has authorised the Board of Directors, with a view to cover 34,654 new options to be issued under a proposed extension of the 2007-2016 Share Option Plan, to acquire, in accordance with the provisions of the Companies Code, a maximum of 34,654 own shares or profit-sharing certificates or certificates pertaining thereto, through purchase or exchange, directly or through an direct subsidiary within the meaning of Article 627 of the Companies Code or through a person acting in their own name but for the account of the company or such direct subsidiary, at a price that may be no less than the book value per share and not more than one hundred fifteen per cent (115%) of the closing price at which the shares are quoted on Euronext Brussels on the day preceding that of the purchase or exchange, in such a way that the company as well as direct subsidiaries within the meaning of Article 627 of the Companies Code and persons acting in their own name but for the account of the company or such direct subsidiaries shall at no time hold own shares with a book value of more than twenty per cent (20%) of the share capital of the company. This authorisation is granted for a period of five years from the deed amending the Articles of Association dated the twentieth of May two thousand and eleven. This authorisation may be renewed.

The Board of Director is also authorised to dispose of the shares or profit-sharing certificates or certificates pertaining thereto together with those acquired under the authority granted to the Board of Directors by the extraordinary general meeting of 12 February 2008 without being bound by the above price and time restrictions.

4.2. Amendment of Transitional Provision No. 2 as a result of the decision taken under 4.1.

Vote instruction – Agenda item n°4:

APPROVAL REJECTION ABSTENTION

5. Delegation of powers

Proposal of resolution:

The Meeting grants to each member of the Board of Directors, as well as to Eric Spruyt, Associate Notary, or any other partner or employee of "Berquin Notarissen", a civil partnership set up as a cooperative company with limited liability, with registered offices at Lloyd Georgelaan 11, 1000 Brussels, and enterprise number 0474.073.840 (RLP Brussels), each acting alone and with the right of substitution, all powers to establish the fulfilment of the condition precedent specified in the first resolution, and also to arrange the date of entry into force of these amendments to the Articles of Association and the coordinated text of the Articles of Association, both as a result of the first resolution and as a result of the other resolutions, to be signed and lodged with the clerk's office of the competent commercial court, in accordance with the relevant statutory provisions.

The Meeting decides to authorise each member of the Board of Directors, together with Ms Hilde Herman, electing domicile at the registered offices of the Company for these purposes, each acting alone and with the power of subrogation, to perform all necessary or expedient formalities with the Crossroads Bank for Enterprises and/or the VAT Administration and/or one or more enterprise counters and/or the clerk's office of the competent commercial court with respect to the resolutions of the general meeting on all previous agenda items.

Vote instruction – Agenda item n°5:

APPROVAL REJECTION ABSTENTION

The bearer of this power of attorney may, among other things:

• attend any other general meeting with the same agenda;

• participate in all deliberations and, in the name of the undersigned,

vote in regard to, change or reject all decisions relating to the agenda;

and TO THIS END

____________________________

sign all deeds, documents, minutes and attendance lists, and in general, do anything considered useful or necessary.

Done in ............... on ............... 2011

(write "good for proxy" in one's own handwriting and sign)