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27

Jun

Current report No. 12/2013. Resolutions adopted at the Annual General Meeting of Shareholders of Cinema City International N.V. dated 27 June 2013

The Board of Managing Directors of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) informs that the following resolutions were adopted at the Annual General Meeting of the Company’s Shareholders held on 27 June 2013 in Rotterdam at 210-212 Weena, the Netherlands at 15.00 hours of Dutch time. The English-language version of the resolutions is the binding one.

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Resolution No. 1 of 27 June 2013

 

of

 

the Annual General Meeting of Shareholders of

Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

made on the agenda item no 3.

 

regarding the adoption of the Company’s annual accounts for the financial year 2012

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§1

 

The Annual General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves to adopt the annual accounts of the Company for the financial year 2012 in accordance with the accounts included in the Annual Report 2012.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 2 of 27 June 2013

 

of

 

the Annual General Meeting of Shareholders of

Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

made on the agenda item no 5.

 

regarding the appropriation of the net profit of the Company for the financial year 2012

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§1

 

The Annual General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves to acknowledge the decision by the Board of Managing Directors to add the net profit of the Company for financial year 2012 to the general reserve (retained earnings) and resolves to declare a dividend ad nil for the financial year 2012 in accordance with the proposal of the Board of Managing Directors included in the Annual Report 2012.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 3 of 27 June 2013

 

of

 

the Annual General Meeting of Shareholders of

Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

made on the agenda item no 6.

 

regarding ratification of acts and granting of discharge from liability (“décharge”) to the members of the Board of Managing Directors for their management tasks during the financial year 2012

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to ratify all acts and to grant discharge from liability (“décharge”) to the members of the Company’s Board of Managing Directors for their management tasks during the financial year 2012.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 4 of 27 June 2013

 

of

 

the Annual General Meeting of Shareholders of

Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

made on the agenda item no 7.

 

regarding ratification of acts and granting of discharge from liability (“décharge”) to the members of the Supervisory Board for their supervision during the financial year 2012

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to ratify all acts and to grant discharge from liability (“décharge”) to the members of the Company’s Supervisory Board for their supervisory tasks during the financial year 2012.

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 5 of 27 June 2013

 

of

 

the Annual General Meeting of Shareholders of

Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

made on the agenda item no 9.

 

regarding appointment of Ernst&Young Accountants LLP as the Company’s external auditor for the financial year 2013.

____________________________________________________________________________

§1

The Annual General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Ernst&Young Accountants LLP as the Company’s external auditor for the financial year 2013.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 6 of 27 June 2013

 

of

 

the Annual General Meeting of Shareholders of

Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

made on the agenda item no 10a.

 

regarding the re-appointment of Mr. Peter Weishut  as member of the Board of Supervisory  Directors

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to re-appoint Mr. Peter Weishut as member of the Board of Supervisory Directors effective from the day of the meeting, for a term of three

years.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 7 of 27 June 2013

 

of

 

the Annual General Meeting of Shareholders of

Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

made on the agenda item no 10b.

 

regarding the appointment of Mr. Jonathan Chissick as member of the Board of Supervisory  Directors

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Mr. Jonathan Chissick as member of the Board of Supervisory Directors effective from the day of the meeting, for a term of four

years.

 

§2

 

This resolution comes into force on the day of its adoption.

____________________________________________________________________________

Resolution No. 8 of 27 June 2013

 

of

 

the Annual General Meeting of Shareholders of

Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

made on the agenda item no 11.

 

regarding authorization of the Board of Managing Directors under article 6 of the Company’s

articles of association to issue shares in the Company

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to authorize the Board of Managing Directors under article 6.1 of the Company's articles of association for a period of 5 years to issue shares in the Company with a maximum calculated by deducting the total number of the at the time of the issue outstanding shares from the total number of shares as authorized at the time of the issue by the Authorized share capital of the Company and to authorize the Board of Managing Directors under article 7.5 of the Company's articles of association to exclude or restrict, to the Board's full discretion, the pre-emption right of shareholders under article 7.2 of the articles of association, provided that all relevant resolutions of the Board of Managing Directors regarding issue of shares and exclusion or restriction of pre-emption rights will be subject to prior approval by the Board of Supervisory Directors.

 

§2

 

This resolution comes into force on the day of its adoption.

 

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Resolution No. 9 of 27 June 2013

 

of

 

the Annual General Meeting of Shareholders of

Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

made on the agenda item no 12

.

regarding authorization of the Board of Managing Directors under article 9.3.c of the

Company’s articles of association to acquire shares in the Company by the Company

____________________________________________________________________________

§1

 

The Annual General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to authorize the Board of Managing Directors under article 9.3.c of the Company's articles of association for a period of 18 months (expiring 27 December 2014) to repurchase shares in the Company as well as to authorize the Board of Managing Directors to alienate existing shares in the Company, irrespective of whether such shares were repurchased or sold by the Company before or after the date of this resolution, in the context of an employee incentive plan or for other general corporate purposes, provided that the limitations of article 9 of the articles of association duly observed as to the maximum number of shares and within a price range of the nominal value of the shares and 110% of the average share price as listed for the shares on the Warsaw Stock Exchange in the five days prior to the transaction.

§2

 

This resolution comes into force on the day of its adoption.

 

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Legal grounds: Article 5:53 and subsequent of the Dutch Act of 28 September 2006 on rules regarding the financial markets and their supervision (Act on Financial Supervision – Wft.) in conjunction Article 56.1.2 of the Act on Public Offerings, Conditions governing the Introduction of Financial Instruments to Organized Trading and on Public Companies of 29 July 2005 in conjunction with § 100.1 and § 86.3 of the Regulation of the Ministry of Finance of 19 October 2005 on Ongoing and Periodic Information to be Published by Issuers of Securities.