Global City Holdings
Investor Relations
Archive
24

Feb

Current report No. 09/2014 dated 24 February 2014 Resolutions adopted at the Extraordinary General Meeting of Shareholders of Cinema City International N.V. held on 24 February 2014 in Rotterdam.

 The Board of Directors of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) announces that the following resolutions were adopted at the Extraordinary General Meeting of the Company’s shareholders held on 24 February 2014 in Rotterdam at 210-212 Weena, the Netherlands at 12.00 hours (CET). The English-language version of the resolutions is the binding version.

******

____________________________________________________________________________

Resolution No. 1 of 24 February 2014

 

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 3.

 

regarding the approval of the transfer by the Company of the entire issued share capital of the Company's wholly-owned subsidiary Cinema City Holding B.V., to Cineworld Group plc.

____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves to approve (within the meaning of Article 2:107a of the Dutch Civil Code) the transfer by the Company of the entire issued share capital of the Company's wholly-owned subsidiary Cinema City Holding B.V., the entity which will hold all of the Company's cinema assets at completion of such transfer, to Cineworld Group plc (“Cineworld”) or such other person (being a wholly owned English subsidiary of Cineworld) as Cineworld may nominate, in consideration for cash and the allotment and issuance to the Company of ordinary shares in the capital of Cineworld (representing 24.9% of the issued share capital of Cineworld after such allotment and issuance) on the terms of a combination agreement entered into between the Company and Cineworld.

 

§2

 

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

 

******

_____________________________________________________________________

Resolution No. 2 of 24 February 2014

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda items nos. 4a and 4b.

 

regarding the amendment of the Articles of Association of the Company as set out in the notarial deed of amendment and authorization of each lawyer, notary, deputy notary and paralegal of Clifford Chance LLP Amsterdam to execute the deed of amendment and to do everything such appointee may determine to be appropriate in connection with the amendment of the Articles of Association and the execution of the deed of amendment.

____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) resolves to amend the Articles of Association of the Company to read as set out in the proposed notarial deed of amendment (notariële akte van statutenwijziging) (the "Deed of Amendment"), to, among other things, change the name of the Company to Global City Holdings N.V. and to adopt a unitary board of executive directors and non-executive directors a result of which amendment the existing Board of Supervisory Directors of the Company will cease to exist; and accordingly it resolves to authorise each lawyer, notary, deputy notary and paralegal of Clifford Chance LLP Amsterdam with the right of substitution (recht van substitutie) (the "Appointee"), to make any amendments of a technical nature deemed necessary or appropriate to the extent that such amendments do not alter the content of the Deed of Amendment, to execute the proposed Deed of Amendment and to do everything the Appointee may determine to be appropriate in connection with the amendment of the Articles of Association of the Company and the execution of the Deed of Amendment.  The changes to the Articles of Association pursuant to the Deed of Amendment will, if the Deed of Amendment is executed, take effect upon completion of the transfer by the Company of the entire issued share capital of the Company's wholly-owned subsidiary Cinema City Holding B.V. to Cineworld Group plc (“Cineworld”) or such other person (being a wholly owned English subsidiary of Cineworld) as Cineworld may nominate, in consideration for cash and the allotment and issuance to the Company of ordinary shares in the capital of Cineworld (representing 24.9% of the issued share capital of Cineworld after such allotment and issuance).

 

 

§2

 

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

******

_____________________________________________________________________________

 

 

 

Resolution No. 3a of 24 February 2014

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 5a.

 

regarding the appointment of Peter Dudolenski as the sole executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company.

____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Peter Dudolenski as the sole executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company pursuant to Resolution No.2.

 

§2

 

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

 

******

____________________________________________________________________________

 

Resolution No. 3b of 24 February 2014

 

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 5b.

 

regarding the appointment of Moshe J. Greidinger as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company.

____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Moshe J. Greidinger as a non-executive member of the Board of Directors of the Company, pursuant to which he will vacate the office of Chief Executive Officer of the Company, immediately following the amendment of the Articles of Association of the Company pursuant to Resolution No.2.

 

§2

 

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

 

******

____________________________________________________________________________

Resolution No. 3c of 24 February 2014

 

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 5c.

 

regarding the appointment of Israel Greidinger as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company.

____________________________________________________________________________

§1

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Israel Greidinger as a non-executive member of the Board of Directors of the Company, pursuant to which he will vacate the office of Chief Financial Officer of the Company, immediately following the amendment of the Articles of Association of the Company pursuant to Resolution No.2.

§2

 

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

 

******

___________________________________________________________________________

 

 

Resolution No. 3d of 24 February 2014

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 5d.

 

regarding the appointment of Yair Shilhav as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company.

____________________________________________________________________________

§1

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Yair Shilhav as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company pursuant to Resolution No.2.

 

§2

 

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

 

******

___________________________________________________________________________

 

Resolution No. 3e of 24 February 2014

 

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 5e.

 

regarding the appointment of Caroline M. Twist as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company.

____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Caroline M. Twist as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company pursuant to Resolution No.2.

§2

 

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

 

******

____________________________________________________________________________

Resolution No. 3f of 24 February 2014

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 5f.

 

regarding the appointment of Peter J. Weishut as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company.

____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Peter J. Weishut as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company pursuant to Resolution No.2.

§2

 

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

 

******

____________________________________________________________________________

 

Resolution No. 3g of 24 February 2014

 

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 5g.

 

regarding the appointment of Jonathan Chissick as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company. ____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint Jonathan Chissick as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company pursuant to Resolution No.2.

 

§2

 

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

 

******

____________________________________________________________________________

Resolution No. 3h of 24 February 2014

 

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 5h.

.

regarding the appointment of A. Frank Pierce as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company.

____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to appoint A. Frank Pierce as a non-executive member of the Board of Directors of the Company immediately following the amendment of the Articles of Association of the Company pursuant to Resolution No.2.

§2

 

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

 

******

__________________________________________________________________________________

 

Resolution No. 4 of 24 February 2014

 

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 6.

 

regarding the acceptance of the resignation of Mr. Scott Rosenblum as a Supervisory Director and chairman of the Board of Supervisory Directors of the Company and the granting of a discharge from liability (“décharge”) with effect from completion of the Combination.

____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to accept the resignation of Mr. Scott Rosenblum as a Supervisory Director and chairman of the Board of Supervisory Directors of the Company and the granting of a discharge from liability ("décharge") for such acts and tasks as have been undertaken (or omitted to be undertaken) by him as a Supervisory Director of the Company and as chairman of the Board of Supervisory Directors of the Company since the last general meeting of the Company, to the extent that information relating to such acts, tasks and omissions has been disclosed to the general meeting of the Company at the date of the Extraordinary General Meeting, in each case, subject to completion of the transfer by the Company of the entire issued share capital of the Company's wholly-owned subsidiary Cinema City Holding B.V. to Cineworld Group plc (“Cineworld”) or such other person (being a wholly owned English subsidiary of Cineworld) as Cineworld may nominate, in consideration for cash and the allotment and issuance to the Company of ordinary shares in the capital of Cineworld (representing 24.9% of the issued share capital of Cineworld after such allotment and issuance) (the "Combination"), taking place.

 

§2

 

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

 

******

____________________________________________________________________________

Resolution No. 5 of 24 February 2014

 

of

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 7.


regarding the amendment of the Remuneration Policy of the Company with effect from completion of the Combination. ____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to amend the remuneration policy of the Company in the form of the proposed remuneration policy (a copy of which is available for inspection at www.cinemacity.nl) effective on completion of the transfer by the Company of the entire issued share capital of the Company's wholly-owned subsidiary Cinema City Holding B.V. to Cineworld Group plc (“Cineworld”) or such other person (being a wholly owned English subsidiary of Cineworld) as Cineworld may nominate, in consideration for cash and the allotment and issuance to the Company of ordinary shares in the capital of Cineworld (representing 24.9% of the issued share capital of Cineworld after such allotment and issuance) (the "Combination"), taking place.

§2

 

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

 

******

____________________________________________________________________________

Resolution No. 6 of 24 February 2014

 

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 8.

 

regarding the approval of the remuneration of the non-executive members of the Board of Directors of the Company in accordance with the new remuneration policy of the Company as of the date of their appointment. ____________________________________________________________________________

§1

 

The Extraordinary General Meeting of Shareholders of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) hereby resolves to approve the remuneration of the non-executive members of the Board of Directors of the Company in accordance with the remuneration policy of the Company amended pursuant to Resolution No. 5 (a copy of which is available for inspection at www.cinemacity.nl) as of the date of their appointment.

§2

 

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

 

******

____________________________________________________________________________

Resolution No. 7 of 24 February 2014

 

of

 

the Extraordinary General Meeting of Shareholders of

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

as set out in agenda item no. 9.

.

regarding the authorization for the Board of Directors of the Company to repurchase shares in the Company and to alienate existing shares in the Company for general corporate purposes. ____________________________________________________________________________

§1

 

The Extraordinary 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 Directors of the Company under article 9.3.c of the Company's Articles of Association for a period of 18 months (expiring on 23 August 2015) to repurchase shares in the Company in regular market trading or in a tender offer as well as to authorize the Board of Directors of the Company to alienate existing shares in the Company for general corporate purposes, irrespective of whether such shares were repurchased or sold by the Company before or after the date of this resolution, provided that the limitations of Article 2:98 of the Dutch Civil Code are duly observed as to the maximum number of shares that are repurchased and that the purchase price for such shares shall be within a price range of the nominal value of the shares and a price equal to 110% of the average price on the regulated market (such price to be equal to the arithmetic mean of the average daily volume-weighted prices) for the six-month period preceding the announcement of a tender offer aiming to repurchase the Company’s shares.

§2

 

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

 

******

______________________________________________________________________