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Jun

Resolutions adopted at the Annual General Meeting of Shareholders of Cinema City International N.V. (15 June 2010)

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 15 June 2010 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 15 June 2010
of
the Annual General Meeting of Shareholders of
Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

regarding the adoption of the Company’s annual accounts for the financial year 2009
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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”) hereby adopts the annual accounts of the Company for the financial year 2009 in accordance with the accounts included in the Annual Report 2009.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 2 of 15 June 2010
of
the Annual General Meeting of Shareholders of
Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

regarding the appropriation of the profit of the Company for the financial year 2009
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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”) hereby acknowledges the decision by the Board of Managing Directors to add the profit of the Company for the financial year 2009 in the amount of EUR 24,426,000 to the general reserve and to resolve to declare a dividend at nil for the financial year 2009 in accordance with the proposal of the Board of Managing Directors included in the Annual Report 2009.
§2
This resolution comes into force on the day of its adoption.

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Resolution No. 3 of 15 June 2010
of
the Annual General Meeting of Shareholders of
Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

regarding the granting of discharge from liability (“décharge”) to the members of the Board of Managing Directors for their management tasks during the financial year 2009
____________________________________________________________________________
§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 grant discharge from liability (“décharge”) to the members of the Company’s Board of Managing Directors for their management tasks during the financial year 2009.
§2
This resolution comes into force on the day of its adoption.

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Resolution No. 4 of 15 June 2010
of
the Annual General Meeting of Shareholders of
Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

regarding the granting of discharge from liability (“décharge”) to the members of the Supervisory Board for their supervision during the financial year 2009
____________________________________________________________________________
§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 grant discharge from liability (“décharge”) to the members of the Company’s Supervisory Board for their supervisory tasks during the financial year 2009.
§2
This resolution comes into force on the day of its adoption.
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Resolution No. 5 of 15 June 2010
of
the Annual General Meeting of Shareholders of
Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

regarding the appointment of KPMG Accountants N.V. as the Company’s external auditor for the financial year 2010
____________________________________________________________________________
§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 KPMG Accountants N.V. as the Company’s external auditor for the financial year 2010.
§2
This resolution comes into force on the day of its adoption.

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Resolution No. 6 of 15 June 2010
of
the Annual General Meeting of Shareholders of
Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

regarding the re-appointment of Ms Caroline Twist as member of the Supervisory Board
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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”) hereby resolves to reappoint Ms Caroline Twist as member of the Supervisory Board 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.

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Resolution No. 7 of 15 June 2010
of
the Annual General Meeting of Shareholders of
Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

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. 8 of 15 June 2010
of
the Annual General Meeting of Shareholders of
Cinema City International N.V. with its corporate seat in Amsterdam, the Netherlands

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
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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”) 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 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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