Kinepolis : Proxy for the Extraordinary General meeting

Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels www.kinepolis.com/corporate - [e-mail]

POWER OF ATTORNEY EXTRAORDINARY GENERAL MEETING 13 MAY 2020

A copy of this proxy (s),duly signed, must have been communicated to the Company no later than on 7 May 2020 by e-mail to [e-mail] or by regular mail to Kinepolis Group NV, Legal Department, The Office I, Moutstraat 132-146, 9000 Gent.

To gain access to the aforementioned meeting, the original signed copy of the proxy(s) must be submitted to the Bureau on 13 May 2020.

The undersigned

(Physical persons: name, domicile and national registration number)

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Or

(Legal entities: corporate name, legal form, corporate registered office and enterprise number)

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Represented by:

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owner of ......................................voting shares in the public limited company "KINEPOLIS

GROUP NV" with registered office at 1020 Brussels, Eeuwfeestlaan 20, Enterprise Number VAT BE 0415.928.179 RLP Brussels

hereby appoints as his/her special proxyholder, with the possibility of substitution1:

.......................................................................................................................................

(Surname, name and national registration number)

(Legal entities: corporate name, legal form, corporate registered office, enterprise number and name of the physical person that will act as proxyholder)

to whom he/she confers all powers to represent him/her at the extraordinary general meetingof the aforementioned company, to be held at the corporate registered office on 13 May 2020 in order to participate in the deliberations and vote according to the following instructions.

• Article 7:143 § 1 of the Belgian Code on Companies and Associations stipulates that a shareholder of Kinepolis Group NV may appoint only one person as proxyholder for a particular General Meeting, except in the following cases:
• • A shareholder can appoint a separate proxyholder for each form of shares (i.e. registered,book-entry or bearer) he/she possesses, and for each securities account if he/she has Kinepolis Group NV shares on more than one securities account.
  • A person who is qualified as shareholder but who acts professionally for the account of other natural persons or legal entities can appoint as proxyholder each of these natural persons or legal entities or a third party designated by them.

The shareholder is requested to complete and sign a separate proxy form for each proxyholder he/she wishes to appoint.

If the shareholder does not fill in the name of the proxyholder (a blank power of attorney), then the proxy might be taken on by a member of the board of directors or an employee of Kinepolis Group. Since the latter persons have a potential conflict of interest with the shareholder, in the meaning of Article 7:143 § 4 of the Belgian Code on Companies and Associations, they will only be authorized to vote on the condition that specific voting instructions have been given on each point of the agenda. More specific information on the potential conflicts of interest between shareholders and proxyholders can be found in the Corporate Governance Charter of Kinepolis Group available on www.kinepolis.com/corporate.

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Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels www.kinepolis.com/corporate - [e-mail]

Agenda and proposal of resolutions for the Extraordinary General MeetingFree translation

1. Amendment to Article 22 of the articles of association

Proposal for resolution:

The extraordinary general meeting decides to amend Article 22 of the articles of association as follows:

"The company shall be lawfully represented in all its acts and actions, included the representation at law, by two directors acting jointly or by the managing director acting individually, also in matters that are not part of the day-to-day management, who shall not be required to furnish proof vis-à-vis third parties of a prior decision of the board of directors. Two directors may delegate the representation of the company for special and specific matters (including representation at law) to an authorized representative, even if this person is not a shareholder or director himself. "

Vote instruction - Agenda item n°1:

APPROVAL

REJECTION

ABSTENTION

2. Insertion of a new Article 34 in the articles of association regarding participation to the general meeting (article 7:137 of the Companies and Associations Code) and voting remotely by electronic means (article 7:146 of the Companies and Associations Code)

Proposal for resolution:

The extraordinary general meeting decides to insert a new Article 34 to the articles of association (before the existing Article 34 which will be renumbered, as all following articles) and stating the following:

"If explicitly provided for in the convening notice to the general meeting, then the shareholders have the right to participate remotely to the general meeting by means of an electronic communication medium made available by the company. This electronic communication medium must enable the shareholder to directly, simultaneously and without interruption take note of the discussions and to exercise the right to vote regarding all points to be discussed in the meeting, as well as to participate to the deliberations and to exercise the right to ask questions.

The convening notice , or a document on the website of the company that can be consulted by the shareholders and to which the notice refers to, includes a description of the measures used by the company to identify the shareholders who participate to the meeting via an electronic communication medium, as well as the manner in which it is assessed that a shareholder participates to the general meeting via an electronic communication medium and can therefore be considered to be present.

The shareholders who wish to participate remotely to the general meeting have to fulfill the formalities provided for in the convening notice, in order to be admitted to the general meeting."

Vote instruction - Agenda item n°2:

APPROVAL

REJECTION

ABSTENTION

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Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels www.kinepolis.com/corporate - [e-mail]

3. Deletion of the expired authorisations to acquire own shares

Proposal for resolution:

The extraordinary general meeting decides that the period of the authorisations as mentioned in points 1 and 2 of the Transitional Provisions included in the articles of association has been expired. As a consequence, the meeting decides to delete these provisions from the articles of association.

Vote instruction - Agenda item n°3:

APPROVAL

REJECTION

ABSTENTION

4. Amendment of the articles of association to align with the new Companies and Associations Code

Proposal for resolution:

The extraordinary general meeting decides to adapt the articles of association to the Companies and Associations Code, as introduced by article 2 of the Law of March 23, 2019 introducing the Companies and Associations Code and containing various provisions, and in general, to align the articles of association with the relevant provisions and terminology as mentioned in the aforementioned Code and in particular:

• to include in article 2 the website of the companywww.kinepolis.com/corporateand the email address [e-mail] and that all communications through this address by the shareholders, holders of securities issued by the company and holders of certificates issued with the cooperation of the company are considered as valid;
• to include in article 14 that the Company will be managed by a collegial board body, called the "board of directors";
• to include in article 18 that the Board of directors can take all decisions in writing under the conditions as described in the aforementioned Code;
• to include in article 21 that the mandate of the directors is remunerated; and
• to delete the "old" article 45.

The new proposed text of the articles of association has been published on the website of the Company (www.kinepolis.com/corporate) with the amendments as proposed under agenda points 1 to 4 marked in track changes.

Vote instruction - Agenda item n°4:

APPROVAL

REJECTION

ABSTENTION

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Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels www.kinepolis.com/corporate - [e-mail]

5. Powers of attorney for the coordination of the articles of association and delegation of authority

Proposal for resolution:

The extraordinary general meeting grants a power of attorney to (1) all employees of the cooperative limited liability company 'Berquin Notarissen', registered at 1000 Brussels, Lloyd Georgelaan 11, in order to draw up, sign and deposit the coordinated text of the articles of association in the applicable database, and (2) all directors of the Company, as well as to Mrs. Hilde Herman, electing domicile at the registered office of the Company for these purposes, each acting alone and with power of substitution, to draw up, execute and sign all documents, instruments, operations and formalities, and to give all necessary and expedient instructions, in order to implement the previous resolutions, as well as to perform all formalities relating to the registration/modification of the data in the Crossroads Bank for Enterprises, and, if applicable, the tax authorities.

Vote instruction - Agenda item n°5:

APPROVAL

REJECTION

ABSTENTION

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Kinepolis Group NV - Eeuwfeestlaan 20 - 1020 Brussels - VAT BE 0415.928.179 - RLP Brussels www.kinepolis.com/corporate - [e-mail]

The proxyholder may, among other things:

• attend any other general meeting with the same agenda;
• participate in all deliberations and, in the name of the undersigned, vote, change or reject all decisions relating to the agenda;

The proxyholder will vote on behalf of the Undersigned in accordance with the voting instructions given above. In case of absence of voting instructions to the proxyholder with regard to agenda items or if, for whatever reason, there is a lack of clarity with regard to the voting instructions given, the proxyholder will always vote in favor of the proposed resolution, possibly as amended at the meeting.

In case of amendments to the agenda and for proposals of additional resolutions as mentioned in the Companies Code, the company will publish an amended agenda and power of attorney form with, as the case may be, additional agenda items and additional draft resolutions no later than on or before 28 April 2020.

Powers of attorney that reach the company prior to the publication of an amended agenda remain valid for the agenda items to which the proxies apply.

For agenda points for which new proposals for resolution have been served, the proxyholder can deviate from the instructions given by the shareholder if the execution of the voting instructions could harm the shareholder that gave the proxy.

Regarding new agenda points, the proxyholder will abstain to vote on those new points and the related propositions of resolutions, unless the Undersigned hereby expressly request the proxyholder to vote about those points.

• ] proxy to vote about new points and propositions for resolutions Done in ………………..on………………2020

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(write "good for proxy" in one's own handwriting and sign)

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