Current report No. 43/2008 dated 1 August 2008: EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF CINEMA CITY INTERNATIONAL N.V.
The Board of Supervisory 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 the Extraordinary General Meeting of the Company's Shareholders ( the "General Meeting"), to be held on 25 August 2008 in Rotterdam at 210-212 Weena, the Netherlands at 15.00 CET.
Registration of admittance will take place from 14:30 to 15.00 CET on 25 August 2008 before the commencement of the General 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. Re-appointment of three (3) members of the Board of Managing Directors and grant of appertaining titles.*
3. Any other business.
4. Closing of the General Meeting.
The items on the Agenda marked with an asterix (*) require resolutions to be passed at the General Meeting (each re-appointment will require a separate resolution to be adopted).
Due to a limited scope of the General Meeting agenda, the Company decided not to convene the pre-meeting of shareholders of the Company in Warsaw. At the shareholders’ request, the Company may decide to organize a conference call for its shareholders. The information on the conference call, if any, will be available via the Company’s website at www.cinemacity.nl (please see: Investor Relations).
Registration for the General Meeting
In accordance with Article 40.9 of the Articles of Association only shareholders that will deposit not later than 18 August 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.
Participation in the General Meeting
Each shareholder may participate in the General Meeting 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/sending it to the Company at the Company's offices in the Netherlands or in Poland at the addresses specified above.
General Meeting-related materials
In order to help shareholders to register for the General Meeting 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 General Meeting, including (i) the Shareholders’ Circular giving explanatory notes and legal grounds to the draft resolutions, (ii) the Important Information on the General Meeting, (iii) a proxy form and (iv) biographies of the nominees to the Board of Managing Directors.
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 8 August 2008.
Shareholders are advised that they should read carefully all information relating to the General 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 General Meeting to the Investor Relations Director of the Company at the following addresses:
Cinema City International N.V.
37 Fosa Str.
Fax: 48 22 566 69 84
Attn: Joanna Kotłowska
with a notice: the Extraordinary General Meeting of Cinema City International N. V.
The Company informs that the nominees to the Management Board: Mr. Moshe Greidinger, Mr. Israel Greidinger and Mr. Amos Weltsch who were initially appointed to the Board of Managing Directors on 18 June 2004 for a term of four years each are currently acting as managing directors of the Company without being formally re-appointed. As the mandate of the members of the Board of Managing Directors formally expired, re-appointment is scheduled for the General Meeting.
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) in conjunction with Article 56.1.2 of the Act on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organised Trading and on Public Companies dated 29 July 2005 (Journal of Laws of 2005 No. 184,item 1539 as amended).