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Kinepolis Group NV Proxy Solicitation & Information Statement 2026

Apr 10, 2026

3971_rns_2026-04-10_e345d56c-b5fe-428b-ab6c-9a56e876c04c.pdf

Proxy Solicitation & Information Statement

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KINEPOLIS

POWER OF ATTORNEY

EXTRAORDINARY GENERAL MEETING MAY 13, 2026

This dated and signed power of attorney must be submitted, no later than on May 7, 2026, to the Company by means of an email to [email protected] or by postal mail to Kinepolis Group NV, att. Legal Department, The Office I, Moutstraat 132-146, 9000 Gent (Belgium)

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 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 proxy holder, with the possibility of substitution¹:

to whom he/she confers all powers to represent him/her at the extraordinary general meeting of the aforementioned company, that will be held on May 13, 2026 at 10.00 a.m., at the registered office of Kinepolis Group NV, Eeuwfeestlaan 20, 1020 Brussels, in order to participate in the deliberations and vote according to the following instructions.

¹ art. 7:143, § 1 of the CCA stipulates that a shareholder of Kinepolis Group NV may appoint only one person as proxy holder for a particular General Meeting. 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 Art. 7:143, § 1 of the CCA, 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/.


KINEPOLIS

Free translation

Agenda and proposal of resolutions for the extraordinary general meeting

  1. Examination and discussion of the special report of the board of directors drawn up in accordance with article 7:199 CCA regarding the authorization of authorized capital

This point does not require a voting.

  1. Authorization to increase the capital within the framework of the authorized capital

Proposal for resolution:

2.1. The extraordinary general meeting authorises the board of directors to increase the share capital, in one or more instalments, or to issue convertible bonds or subscription rights up to a maximum amount (excluding the issue premium) of 50% of the share capital, being EUR 9,476, 144 whereby this authorisation is limited to 10%, being EUR 1,895,228, if the pre-emptive rights of existing shareholders are excluded, whether or not in favour of one or more specific persons, even if they are not employees of the Company or its subsidiaries, and this in accordance with the terms and conditions set out below.

The capital increases that can be decided under this authorization will be carried out in accordance with the conditions to be determined by the board of directors and can be realized, amongst others (i) by means of a contribution in cash or in kind, or by means of a mixed contribution, (ii) by conversion of reserves, issue premiums or other equity components, (iii) with or without issuing new shares (below, above or at par value of the existing shares of the same class, with or without issue premium) or of other securities, or (iv) by means of issuing convertible bonds, subscription rights (whether or not attached to another security) or other securities.

When using its authorization within the framework of the authorized capital, the board of directors can, within the limits and in accordance with the conditions prescribed in the CCA, limit or cancel the preferential subscription right of the shareholders. This limitation or cancellation can occur in favor of employees (as defined in article 1:27 CCA) of the Company or its subsidiaries or in favor of one or more specific persons, even if they are not employees of the Company or its subsidiaries. The issue premium, if any, will be recorded on one or more separate equity accounts on the liabilities side of the balance sheet.

The board of directors is authorized, with the possibility of substitution, to amend the articles of association, after each capital increase established within the limits of the authorized capital, in order to align it with the new situation of the capital and the shares.

The board of directors can use this power for a period of five years starting as from the publication in the annexes of the Belgian Official Gazette of this authorization as approved by the extraordinary general meeting.

Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels www.kinepolis.com/corporate - [email protected]


KINEPOLIS

2.2 Replacement in the articles of association of Transitional Provision nr. 2 by the decision taken in 2.1.

Vote instruction – Agenda item n°2:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION

  1. Power of attorney for the coordination of the articles of association and delegation of authority

Proposal for resolution:
The extraordinary general meeting grants a power of attorney to all employees of the private limited company ‘Berquin Notarissen’, registered at 1000 Brussels, Lloyd Georgelaan 11, in order to draw up, sign and deposit the coordinated text of the articles of association in the applicable database, and to all directors of the Company, as well as to Mrs. Hilde Herman, electing domicile at the registered office of the Company for these purposes, each acting alone and with power of substitution, to draw up, execute and sign all documents, instruments, operations and formalities, and to give all necessary and expedient instructions, in order to implement the previous resolutions.

Vote instruction – Agenda item n°3:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION

The proxyholder 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 proxyholder will vote on behalf of the Undersigned in accordance with the voting instructions given above.

Done in ……………………on……………………2026

(write “good for proxy” in one’s own handwriting and sign)

Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels www.kinepolis.com/corporate - [email protected]