Kinepolis Group NV — Proxy Solicitation & Information Statement 2012

Apr 17, 2012

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POWER OF ATTORNEY ORDINARY GENERAL MEETING 18 MAY 2012

A copy of this authorization(s) duly signed must have been communicated to the Company no later than on 12 May 2012 by e-mail to generalmeeting@kinepolis.com or by fax on 0032-9-241-00-83. To gain access to the aforementioned meetings, the original signed copy of the respective authorization must be submitted to the Bureau no later than on the date of the aforementioned meetings.

The undersigned
(Physical persons: name, domicile and national registration number)
Or
(Legal entities: corporate name, legal form, corporate registered office and enterprise number)
Represented by:
owner ofvoting 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 proxy holder, with the possibility of substitution1:
(Surname, name and national registration number) (Legal entities: corporate name, legal form, corporate registered office, enterprise number and name of the physical person that will act as proxy holder)
to whom he/she confers all powers to represent him/her at the general meeting of the aforementioned company, to be held at the corporate registered office on 18 May 2012 in order to participate in the deliberations and vote according to the following instructions.

The shareholder is requested to complete and sign a separate proxy form for each proxy holder he/she wishes to appoint.

If the shareholder does not fill in the name of the proxy holder (a blank power of attorney), then the proxy might be taken on by a member of the board of directors or an employee of Kinepolis Group. Since the latter persons have a potential conflict of interest with the shareholder, in the meaning of Article 547bis § 4 of the Companies Code, they will only be authorized to vote on the condition that specific voting instructions have been given on each point of the agenda.,. More specific information on the potential conflicts of interest between shareholders and proxy holders can be found in the Corporate Governance Charter of Kinepolis Group available on http://investors.kinepolis.com/.

¹ Article 547bis § 1 of the Companies Code stipulates that a shareholder of Kinepolis Group NV may appoint only one person as proxy holder for a particular General Meeting, except in the following cases:

^- A shareholder can appoint a separate proxy holder for each form of shares (i.e. registered, book-entry or bearer) he/she possesses, and for each securities account if he/she has Kinepolis Group NV shares on more than one securities account.

^- A person who is qualified as shareholder but who acts professionally for the account of other natural persons or legal entities can appoint as proxy holder each of these natural persons or legal entities or a third party designated by them.

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Agenda and proposal of resolutions for the general meeting Free translation

1. Examination and discussion of the reports of the Board of Directors on the unconsolidated and consolidated annual accounts relating to the financial year ending 31 December 2011.

This point does not request a voting.

2. Examination and discussion of the auditor's report on the unconsolidated accounts relating to the financial year ending 31 December 2011 and the auditor's report on the consolidated annual accounts to the financial year ending 31 December 2011.

This point does not request a voting.

3. Examination, discussion and approval of the unconsolidated annual accounts for the financial year ending on 31 December 2011 and of the proposed appropriation of the result.

Proposal of resolution:

Approval of the unconsolidated annual accounts for the financial year ended on 31 December 2011, including the appropriation of the result and establishing the dividend(*). (*) the gross amount per share shall be calculated on the basis of the number of shares that are eligible for dividends on the date of the General Meeting, taking into consideration the fact that own shares held by Kinepolis Group NV are not eligible for dividends.

Vote instruction – Agenda item n°3:
APPROVAL	REJECTION	ABSTENTION
ended on 31 December 2011.		4. Examination and discussion of the consolidated annual accounts for the financial year
This point does not request a voting.
5. Discharge of directors
Proposal of resolution:	mandate during the financial year ending 31 December 2011.	Granting discharge, by separate vote, to each of the directors for the exercise of their
Vote instruction – Agenda item n°5:
Discharge Mr. Philip Ghekiere
APPROVAL	REJECTION	ABSTENTION
Discharge Mr. Joost Bert
APPROVAL	REJECTION	ABSTENTION

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Discharge Mr. Eddy Duquenne
APPROVAL		REJECTION	ABSTENTION
Discharge nv Pentascoop represented by Ms. Marie-Suzanne Bert-Vereecke
APPROVAL		REJECTION	ABSTENTION
Discharge BVBA Vanderstappen	Management	Center Molenberg	represented by Mr. Geert
APPROVAL		REJECTION	ABSTENTION
Discharge Mr. Marc Van Heddeghem
APPROVAL		REJECTION	ABSTENTION
Discharge BVBA Marion Debruyne represented by Ms. Marion Debruyne
APPROVAL		REJECTION	ABSTENTION
Discharge Gobes Comm. V. represented by Raf Decaluwé
APPROVAL		REJECTION	ABSTENTION
6. Discharge of auditor
Proposal of resolution: ending 31 December 2011.			Granting discharge to the auditor for the exercise of his mandate during the financial year
Vote instruction – Agenda item n°6:
APPROVAL		REJECTION	ABSTENTION
7. Re-appointment of directors
Proposal of resolution: Corporate Governance Charter.			On a proposal of the Board of Directors, assisted for this purpose by the Nomination and Remuneration Committee, re-appointment of BVBA Marion Debruyne, with enterprise number VAT BE 0808.178.264, RLP Kortrijk, with as permanent representative Ms Marion Debruyne, as director of the Company for a period running from 18 May 2012 to the end of the annual meeting to be held in 2015. She retains the capacity of independent director since she satisfies the criteria of Article 526ter of the Companies Code and the
Vote instruction – Agenda item n°7:

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Proposal of resolution:

On the proposal of the Board of Directors, assisted for this purpose by the Nomination and Remuneration Committee, re-appointment of Comm V. Gobes with enterprise number VAT BE 0807.795.412, RLP Kortrijk, with as permanent representative Mr Rafaël Decaluwé, as director of the Company for a period running from 18 May 2012 to the end of the annual meeting to be held in 2015. He retains the capacity of independent director since he satisfies the criteria of Article 526ter of the Companies Code and the Corporate Governance Charter.

APPROVAL	REJECTION	ABSTENTION
Proposal of resolution: held in 2016.	On the proposal of the Board of Directors, assisted for this purpose by the Nomination and Remuneration Committee, re-appointment of Mr Philip Ghekiere as director of the Company, for a period running from 18 May 2012 to the end of the annual meeting to be
APPROVAL	REJECTION	ABSTENTION
Proposal of resolution: held in 2016.	On the proposal of the Board of Directors, assisted for this purpose by the Nomination and Remuneration Committee, re-appointment of Mr Eddy Duquenne Company, for a period running from 18 May 2012 to the end of the annual meeting to be	as director of the
APPROVAL	REJECTION	ABSTENTION
Proposal of resolution: On the proposal of the Board of Directors, assisted for this purpose by the Nomination and Remuneration Committee, re-appointment of Mr Joost Bert as director of the Company, for a period running from 18 May 2012 to the end of the annual meeting to be held in 2016.
APPROVAL	REJECTION	ABSTENTION

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8. Determination of the remuneration of the Board of Directors

Proposal of resolution:

In application of Article 21 of the Articles of Association, the General Meeting determines the envelope for the global remuneration of the entire Board of Directors for the year 2012 at a total amount of € 320,750, included herein are the remunerations received in their function as member of the committees. This envelope will be distributed among the various directors in accordance with the procedure, rules and principles set out in the Annual Report for the financial year 2011 and the Corporate Governance Charter. If during the financial year 2012 either less or more meetings are organized than initially foreseen, the aforementioned envelope can be adapted in accordance with the principles set out in the Annual report for the financial year 2011.

Vote instruction – Agenda item n°8:
APPROVAL Board of Directors on the unconsolidated and consolidated annual accounts.	REJECTION	ABSTENTION 9. Examination and approval of the Remuneration report, as included in the reports of the
Proposal of resolution: on the unconsolidated and consolidated annual accounts. Vote instruction – Agenda item n°9:		Approval of the Remuneration report as included in the reports of the Board of Directors
APPROVAL	REJECTION	ABSTENTION
10. Attribution of rights in accordance with Article 556 of the Companies Code. Proposal of resolution: •		Examination and approval in accordance with Article 556 of the Companies Code of: the clause relating to change of control, included in Article 8 of the Facility Agreement, concluded on 15 February 2012 between on the one hand, Kinepolis Group NV and some of her subsidiaries and, on the other hand, Fortis Bank NV, KBC Bank NV and ING Belgium NV, as well as any other clause of this Facility
Agreement;		Agreement that enters in the scope of Article 556 of the Companies Code, allowing a participating financial institution to no longer grant new loans and to make immediately due and payable existing loans at the event of a change of control over Kinepolis Group NV, as defined in the aforementioned Facility
• defined in the Prospectus.		the clause relating to change of control, included in the Prospectus dated 17 February 2012 with regard to a bond issue in Belgium which has as maturity date 6 March 2019, including the right for any bond holder to oblige Kinepolis Group NV to repay the amount of the bond in whole or in part, under the conditions set forth in the Prospectus and in the event of a change of control over the Company as
Vote instruction – Agenda item n°10:
APPROVAL	REJECTION	ABSTENTION

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11. Delegation of powers

Proposal of resolution:

The Meeting grants proxy to each member of the Board of Directors, as well as to Ms Hilde Herman, electing domicile at the registered offices of the Company for these purposes, each acting alone and with power of substitution, to draw up, execute, sign and perform all documents, instruments, operations and formalities, and to give all necessary and expedient instructions to implement the previous resolutions, as well as to perform all necessary or expedient formalities relating to the above decisions of the Company, including signing and lodging the application to amend the registration of the Company with the services of the Crossroads Bank for Enterprises, the publication of decisions of the Company in the Annexes to the Belgian Official Gazette and the lodging of an extract from these minutes with the clerk's office of the competent commercial court.

Vote instruction – Agenda item n°11:
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, change or reject all decisions relating to the agenda;

The proxy holder will vote on behalf of the Undersigned in accordance with the voting instructions given above. In case of absence of voting instructions to the proxy holder with regard to agenda items or if, for whatever reason, there is a lack of clarity with regard to the voting instructions given, the proxy holder will always vote in favor of the proposed resolution, possibly as amended at the meeting.

In case of amendments to the agenda and for proposals of additional resolutions as mentioned in article 533ter of the Companies Code, the company will publish an amended agenda and power of attorney form with, as the case may be, additional agenda items and additional draft resolutions no later than on or before 3 May 2012.

Powers of attorney that reach the company prior to the publication of an amended agenda remain valid for the agenda items to which the proxies apply.

For agenda points for which new proposals for resolution have been served, the proxy holder can deviate from the instructions given by the shareholder if the execution of the voting instructions could harm the shareholder that gave the proxy.

Regarding new agenda points, the proxy holder will abstain to vote on those new points and the related propositions of resolutions, unless the Undersigned hereby expressly request the proxy holder to vote about those points.

[ ] proxy to vote about new points and propositions for resolutions

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Done inon2012
	(write "good for proxy" in one's own handwriting and sign)