Annual General Meeting of Shareholders of Cinema City International N.V.
The Board of Managing Directors of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the "Company"), in accordance with its Articles of Association (the "Articles of Association") is pleased to inform about convening:
- (A).the Pre-Meeting of the Company's Shareholders (the "Pre-Meeting") to be held on 20 June 2007 in a multiplex Cinema City Mokotow in Warsaw at 12c Wotoska Str.(in the shopping mall - Galeria Mokotow) at 15:00 hours of Warsaw time.
- (B).the Annual General Meeting of the Company's Shareholders ( the "General Meeting"), to be held on 25 June 2007 in Rotterdam at 210-212 Weena, the Netherlands at 15.00 hours of Dutch time.
The Pre-Meeting agenda will mirror the General Meeting agenda, except for the1 voting on the adoption of resolutions.
The General Meeting agenda is as follows:
- Opening of the General Meeting.
- Discussion on the Company's Annual Report for the financial year 2006, including the report of the Management Board and the report of the Supervisory Board.
- Adoption of the annual accounts for the financial year 2006 (*).
- Discussion on the policy on additions to the reserves and dividends.
- Appropriation of the net profit for the financial year 2006 (*).
- Discharge from liability ("decharge") of the members of the Management Board for their management tasks during the financial year 2006 (*).
- Discharge from liability ("decharge") of the members of the Supervisory Board for their supervisory tasks during the financial year 2006 (*).
- Approval of the corporate governance policy as set out in the Company's Annual Report for the financial year 2006 (*).
- Appointment of the Company's external auditor for the financial year 2007 (*).
- Approval of the Company's Share Buy-back Programme and authorization of the Management Board to take all the actions in connection with the purchase of shares in the Company's own capital for the purpose of realization of the 2006 Long Term Incentive Plan (*).
- Any other business.
- Closing of the General Meeting.
The items on the Agenda marked with an asterix (*) require a resolution to be passed at the General Meeting.
With reference to article 35.5 of the Articles of Association, the Shareholders' Circular will be prepared in order to inform the General Meeting of all facts and circumstances relevant to the resolutions. The Shareholders' Circular will be made public at least 15 days prior to the date of the General Meeting and will be placed on the Company's website: www.cinemacity.nl.
In accordance with applicable provisions of Dutch company law, the General Meeting convening notice will be published on 7 June 2007 in the Netherlands in Het Financieele Dagblad, which is a daily financial newspaper nationally distributed therein.
All documents prepared for the purpose of the General Meeting (both in English and in Polish), including:
- (a) the General Meeting agenda,
- (b) the Company's Annual Report containing the report of the Management Board and the report of the Supervisory Board, the annual accounts for the financial year 2006 and the auditor's reports;
- (c) the Shareholders' Circular;
- (d) a description of the proxy-voting procedure at the general Meeting through the proxy indicated by the Company, the form of a power of attorney together with draft voting instructions,
will be posted on the Company's website at www.cinemacity.nl.
Additionally, the hardcopies of the 2006 Annual Report containing the 2006 annual accounts, will be available to shareholders for review at the Company's offices in the Netherlands in Rotterdam at Weena 210-212, 3012 NJ Rotterdam and at the Company's offices in Poland in Warsaw at 37 Fosa Str. at least 15 days prior to the General Meeting until the date of the General Meeting.
In accordance with Art. 40.9 of the Articles of Association only shareholders that will deposit not later than on June 18, 2007 original registered depository certificates issued by authorized entities maintaining securities accounts of such shareholders which will be evidencing their shareholding in the Company and the right to participate in the General Meeting by, inter alia, indicating the number of shares held in the Company covered by the certificate and its validity date:
- at the Company's offices in Poland in Warsaw at 37 Fosa Str. (between 9:00 and 17:00 hours) or
- at the Company's offices in the Netherlands in Rotterdam at the following address: Weena 210-212, 3012 NJ Rotterdam (between 9.00 and 17.00 hours)
shall be entitled to participate in, respectively, the Pre-Meeting and the General Meeting provided that deposited registered depository certificate has not been collected from the Company by such a shareholder before the General Meeting or the Pre-Meeting.
Each shareholder may participate in the Pre-Meeting and the General Meeting, respectively, and exercise the shareholder's rights, including the voting rights at the General Meeting, in person or by an authorized representative or proxy, including a proxy indicated by the Company; the respective authorization should be given or evidenced in writing.
Shareholders may authorize a proxy indicated by the Company to attend the General Meeting and vote their shares on their behalf in compliance with the voting instructions by filling up the form of power of attorney available on the Company's website: www.cinemacity.nl and delivering it to the Company at the Pre-Meeting or sending it to the Company's offices in the Netherlands and in Poland at addresses specified hereinabove.
Detailed information on the General Meeting, including information on the proxy voting procedure will be posted on the Internet at the Company's website: www.cinemacity.nl. by June 7, 2007
Shareholders are advised that they should read carefully all the information relating to the General Meeting and the Pre-Meeting which will be available at the Company's website: www.cinemacity.nl and are kindly asked to address all queries with respect to the Pre-Meeting and the General Meeting to the Management Board at one of the following addresses:
In the Netherlands:
Cinema City International N.V.
3012 NJ Rotterdam
Fax: +31 10 201 3603
Cinema City International N.V.
37 Fosa Str.
Fax: +48 22 566 69 84
with a notice: the General Meeting of Cinema City International N. V.
Legal grounds: § 39.1.1 of the Ministry of Finance Regulation of 19 October 2005 on ongoing and periodic information to be published by issuer of securities (Journal of Laws of 2005, No. 209, item 1744, as amended).
Signatures of persons authorized to represent the Company: Israel Greidinger- Managing Director, proxy