Current report no 23/2008 dated 5 June 2008: ANNUAL GENERAL MEETING OF SHAREHOLDERS OF CINEMA CITY INTERNATIONAL N.V. - CONVOCATION
The Board of Managing Directors of Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands (the “Company”) is pleased to inform about the convening of:
(A) the Pre-Meeting of the Company's Shareholders (the "Pre-Meeting") to be held on 23 June 2008 in the multiplex Cinema City Mokotów in Warsaw at 12c Wołoska Str.(in the shopping mall - Galeria Mokotow) at 15:00 CET and
(B) the Annual General Meeting of the Company's Shareholders ( the "General Meeting"), to be held on 30 June 2008 in Rotterdam at 210-212 Weena, the Netherlands at 15.00 CET.
Registration of admittance will take place from 2:30 p.m. to 3:00 p.m. CET before the commencement of the General Meeting or Pre-Meeting. It will not be possible to register after that time.
The General Meeting agenda is as follows:
1. Opening of the General Meeting.
2. Discussion on the annual report for the financial year 2007, including the managing directors’ report and supervisory directors’ report.
3. Adoption of the annual accounts for the financial year 2007.*
4. Discussion on the policy on additions to the reserves and dividends.
5. Appropriation of the net profit for the financial year 2007.*
6. Discharge from liability (“décharge”) of the members of the Board of Managing Directors for their management tasks during the financial year 2007.*
7. Discharge from liability (“décharge”) of the members of the Board of Supervisory Directors for their supervisory tasks during the financial year 2007.*
8. Discussion of the Corporate Governance policy as set out in the Annual Report for the financial year 2007.
9. Appointment of the Company’s external auditor for the financial year 2008.*
10. Re-appointment of five (5) members of the Board of Supervisory Directors.*
11. Any other business.
12. Closing of the General Meeting.
The items on the Agenda marked with an asterix (*) require a resolution to be passed at the General Meeting.
The Pre-Meeting agenda will mirror the General Meeting agenda, except for voting on the adoption of resolutions.
Registration for the General Meeting / Pre-Meeting
In accordance with Article 40.9 of the Articles of Association only shareholders that will deposit not later than June 23, 2008 (by 17:00 CET) the original registered depository certificate issued by authorised entities maintaining their securities accounts which will be regarded as evidencing their shareholding in the Company:
· at the Company's offices in Poland in Warsaw at 37 Fosa Str. (on business days, Monday through Friday, between 9:00 and 17:00 CET) or
· at the Company's offices in the Netherlands in Rotterdam at the following address: Weena 210-212, 3012 NJ Rotterdam (on business days, Monday through Friday, between 9:00 and 17:00 CET)
will be entitled to participate in the General Meeting provided that they do not collect it from the Company before the General Meeting or the Pre-Meeting, respectively.
Shareholders intending to participate in the Pre-Meeting must deposit the original depository certificate with the Company not later than the Pre-Meeting registration date - 20 June 2008 (by 17:00 CET).
Participation in the General Meeting/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 means of an authorised representative or proxy, including a proxy designated by the Company; the respective authorisation should be given or evidenced in writing.
Shareholders may authorise a proxy designated by the Company to attend the General Meeting and vote their shares on their behalf in compliance with the voting instructions by filling in 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 the addresses specified above.
General Meeting-related materials
In order to help shareholders to register for the Pre-Meeting and the AGM and to inform the General Meeting of all facts and circumstances relevant to the resolutions, the Company will post on its website: www.cinemacity.nl (please see Investor Relations) materials prepared for the purpose of the Pre-Meeting and the AGM, including (i) the Shareholders’ Circular giving explanatory notes and legal grounds to draft resolutions, (ii) the AGM / Pre-Meeting Important Information, (iii) a proxy form and (iv) 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 2007 and the auditor's reports.
Additionally, the hard copies of the 2007 Annual Report containing the 2007 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. (on business days, Monday through Friday, between 9:00 CET and 17.00 CET) at least 15 days prior to the General Meeting until the date of the General Meeting.
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 13, 2008.
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.
c/o Cinema City Poland sp. z o.o.
37 Fosa Str.
Fax: 48 22 566 69 84
with a notice: the 2008 Annual General Meeting of Cinema City International N. V.
Legal grounds: § 39.1.1 of the Ministry of Finance Ordinance of 19 October 2005 on Ongoing and Periodic Information to be Published by Issuers of Securities (Journal of Laws of 2005, No. 209, item 1744, as amended).
Signatures of persons authorised to represent the Company:
Mr. Nissim Nisan Cohen, a proxy