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Kinepolis Group NV — Proxy Solicitation & Information Statement 2026
Apr 10, 2026
3971_rns_2026-04-10_e0191dc9-7c32-4382-9378-f7835c99309e.pdf
Proxy Solicitation & Information Statement
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KINEPOLIS
POWER OF ATTORNEY
ORDINARY 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 ordinary 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 Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels www.kinepolis.com/corporate - [email protected]
KINEPOLIS
Free translation
Agenda and proposal of resolutions for the ordinary general meeting
- Examination and discussion of the annual reports, including sustainability information and reporting, of the board of directors on the statutory and consolidated financial statements relating to the fiscal year ending December 31, 2025
This point does not require a voting.
- Examination and discussion of the auditor's report on the statutory financial statements relating to the fiscal year ending December 31, 2025 and of the auditor's report on the consolidated financial statements relating to the fiscal year ending December 31, 2025
This point does not require a voting.
- Examination, discussion and approval of the statutory financial statements relating to the fiscal year ending December 31, 2025 including the allocation of the result
Proposal for resolution
Approval of the statutory financial statements for the fiscal year ending December 31, 2025, including the allocation of the result including the payment of a gross dividend of 0.65 euros per share.
Vote instruction – Agenda item n°3
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
- Examination and discussion of the consolidated financial statements for the fiscal year ending December 31, 2025
This point does not require a voting.
Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels
www.kinepolis.com/corporate - [email protected]
KINEPOLIS
5. Discharge of the directors
Proposal for resolution
Granting discharge, by separate vote, to each of the directors for the exercise of their mandate during the fiscal year ending December 31, 2025.
Vote instruction – Agenda item n°5:
5.1 Discharge Pentascoop NV with Mr. Joost Bert as permanent representative
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
5.2 Discharge Mr. Eddy Duquenne
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
5.3 Discharge Pallanza Invest BV with Mr. Geert Vanderstappen as permanent representative
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
5.4 Discharge Mavac BV with Mrs. Marleen Vaesen as permanent representative
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
5.5 Discharge EDK Management BV with Mrs. Els De Keukelaere as permanent representative
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
5.6 Discharge Lupus Asset Management BV with Mr. Jo De Wolf as permanent representative
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
5.7 Discharge MRP Consulting BV with Mr. Mark Pensaert as permanent representative
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
5.8 Discharge Alchemy Partners BV with Mrs Anouk Lagae as permanent representative
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
5.9 Discharge Marion Debruyne BV with Mrs. Marion Debruyne as permanent representative
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
5.10 Discharge 4F BV with Mr. Ignace Van Doorselaere as permanent representative
☐ APPROVAL ☐ REJECTION ☐ ABSTENTION
Kinepolis Group NV - Eeuwfeestlaan 20 – 1020 Brussels - VAT BE 0415.928.179 – RLP Brussels
www.kinepolis.com/corporate - [email protected]
KINEPOLIS
6. Discharge of the auditor
Proposal for resolution
Granting discharge to the auditor for the exercise of his mandate during the fiscal year ending December 31, 2025.
Vote instruction – Agenda item n°6:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
7. Reappointment of directors
7.1. Proposal for resolution
Reappointment, on proposal of the board of directors, assisted by the nomination and remuneration committee, of Pentascoop NV, registered at the register of legal entities of Ghent (Kortrijk division) under number VAT BE 0405.117.332, with Mr. Joost Bert as its permanent representative, as director until the annual general meeting to be held in 2028.
Vote instruction – Agenda item n°7.1:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
7.2. Proposal for resolution:
Reappointment, on proposal of the board of directors, assisted by the nomination and remuneration committee, of Mr. Eddy Duquenne, as director until the annual general meeting to be held in 2028.
Vote instruction – Agenda item n°7.2:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
7.3. Proposal for resolution
Reappointment, on proposal of the board of directors, assisted by the nomination and remuneration committee, of Pallanza Invest BV, registered at the register of legal entities of Brussels (Dutch) under number VAT BE 0808.186.578, with Mr. Geert Vanderstappen as its permanent representative, as director until the annual general meeting to be held in 2028.
Vote instruction – Agenda item n°7.3:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels
www.kinepolis.com/corporate - [email protected]
KINEPOLIS
7.4. Proposal for resolution
Reappointment, on proposal of the board of directors assisted by the nomination and remuneration committee, of EDK Management BV, registered at the register of legal entities of Ghent (Ghent division) under number VAT BE 0671.702.927, with Mrs. Els De Keukelaere as its permanent representative, as independent director until the annual general meeting to be held in 2028.
The abovementioned director as well as the permanent representative meet the criteria of independence included in article 7:87 of the Belgian Companies and Associations Code (hereinafter “CCA”) and in article 3.5 of the Corporate Governance Code 2020.
Additionally, the board has found no indication of anything challenging this independence.
Vote instruction – Agenda item n°7.4:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
7.5. Proposal for resolution
Reappointment, on proposal of the board of directors assisted by the nomination and remuneration committee, of Lupus Asset Management BV, registered at the register of legal entities of Brussels (Dutch) under number VAT BE 1012.049.302 with Mr. Jo De Wolf, as its permanent representative, as independent director until the annual general meeting to be held in 2028.
The abovementioned director as well as the permanent representative meet the criteria of independence included in article 7:87 of the Belgian Companies and Associations Code (hereinafter “CCA”) and in article 3.5 of the Corporate Governance Code 2020.
Additionally, the board has found no indication of anything challenging this independence.
Vote instruction – Agenda item n°7.5:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
7.6. Proposal for resolution
Reappointment, on proposal of the board of directors assisted by the nomination and remuneration committee, of Mavac BV, registered at the register of legal entities of Brussels (Dutch) under number VAT BE 0824.965.994 with Mrs. Marleen Vaesen, as its permanent representative, as independent director until the annual general meeting to be held in 2027.
The abovementioned director as well as the permanent representative meet the criteria of independence included in article 7:87 of the Belgian Companies and Associations Code (hereinafter “CCA”) and in article 3.5 of the Corporate Governance Code 2020.
Additionally, the board has found no indication of anything challenging this independence.
Vote instruction – Agenda item n°7.6:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels
www.kinepolis.com/corporate - [email protected]
KINEPOLIS
8. Review, discussion, and approval of the remuneration policy
The revised remuneration policy includes textual changes and updates to the Executive Management's package such as:
- the adjustment of the performance scale for financial targets from 0–100% to 0–120%
- the introduction of a credit for performance above 120% of the financial targets.
The full text of the updated policy is posted on the Company's website: https://corporate.kinepolis.com/en/investor-relations/corporate-governance/remuneration-policy
Proposal for resolution
In accordance with Article 7:89/1, §3 of the CCA, approval of the revised remuneration policy.
Vote instruction – Agenda item n°8:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
9. Determination of the remuneration of the board of directors
Proposal for resolution
The remuneration of the board of directors for the fiscal year 2026 is determined in accordance with the methodology as described in the remuneration policy.
Vote instruction – Agenda item n°9:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
10. Examination, discussion and approval of the remuneration report, as included in the reports of the board of directors on the statutory and consolidated financial statements
Proposal for resolution
Approval of the remuneration report as included in the reports of the board of directors on the statutory and consolidated financial statements.
Vote instruction – Agenda item n°10:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels
www.kinepolis.com/corporate - [email protected]
KINEPOLIS
11. Granting of rights in accordance with Article 7:151 of the CCA
11.1. Proposed resolution
The ordinary general shareholders meeting takes note of, approves, and ratifies, in accordance with Article 7:151 of the CCA, the provisions regarding changes of control included in the terms and conditions of the Prospectus of October 18, 2025, for the issue of bonds for a maximum amount of EUR 150,000,000.
The aforementioned provisions stipulate that in the event of a change of control (involving natural persons or legal entities other than Kinohold Bis (or its legal successors) and Mr. Joost Bert), the bondholders have the right to request repayment of all or part of the bonds in accordance with the terms and conditions of the Prospectus.
Vote instruction – Agenda item n°11.1:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
11.2. Proposed resolution
The ordinary general shareholders meeting takes note of, approves, and ratifies, in accordance with Article 7:151 of the CCA, the provisions regarding changes of control included in the Syndicated Credit Facility of EUR 160,000,000 dated June 10, 2025.
The aforementioned provisions stipulate that in the event of a change of control (involving natural persons or legal entities other than Kinohold Bis (or its legal successors) and Mr. Joost Bert), a participating financial institution may terminate its participation in the aforementioned agreement, in which case the relevant portion of the outstanding credit amount will become immediately due and payable.
Vote instruction – Agenda item n°11.2:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
12. Delegation of powers
Proposal for resolution
The meeting grants a proxy to each member of the board of directors, 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°12:
☐ APPROVAL
☐ REJECTION
☐ ABSTENTION
Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels
www.kinepolis.com/corporate - [email protected]
KINEPOLIS
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]