Articles of association

Amendments to the Articles of Association

The extraordinary general meeting of 11 May 2016 modified the articles of association, as a result of the approval of the following agenda items:

  1. Change in the authorization granted by the extraordinary general meeting of 19 October 2012 as well as in previous authorizations;
  2. Authorization to buy back shares of the Company with a view to covering share options issued under the 2016 Share Option Plan;
  3. Revision of the Transitional Provisions to replace the current Transitional Provisions.

The Board of Directors of 18 December 2014 modified the articles of associaion, following the destruction of own shares of Kinepolis Group NV.  In pursuance of the authorization given by the Extraordinary General Meeting of Kinepolis Group NV of 19 October 2012, the Board of Directors of Kinepolis Group NV decided on 18 December 2014 to destroy 548,073 own shares, bringing the total number of outstanding shares to 27,365,197.

The extraordinary general meeting of 16 May 2014 modified the articles of association, following the decision of the agenda: amend the first paragraph of Article 27 as follows: “The annual meeting takes place every second Wednesday of the month of May at 10.00 hours, to split as from 1 July 2014 each share of the Company in five new shares of the Company, so as from 1 July 2014 the share capital of the Company will be represented by 27,913,270 shares, without nominal value, each representing 1/27,913,270 of the share capital and as the transit decision n°1 is not applicable anymore, the extraordinary general meeting decided to delete it.

The Board of directors of 18 December 2013 modified the articles of association, following the destruction of own shares of Kinepolis Group NV.  In pursuance of the authorization given by the Extraordinary General Meeting of Kinepolis Group of 19 October 2012, the Board of Directors of Kinepolis Group NV decided on 18 December 2012 to destroy 273,854 own shares, bringing the total number of outstanding shares to 5,582,654.

The Extraordinary General Meeting of Kinepolis Group of 19 October 2012 approved a new authorization for the Board of Directors to buy back up to 1,171,301 own shares for destruction.

In pursuance of the authorization given by the Extraordinary General Meeting of 20 May 2011, the Board of Directors of Kinepolis Group NV decided on 7 September 2012 to destroy 724,847 own shares, bringing the total number of outstanding shares to 5,856,508.

In pursuance of the authorization given by the Extraordinary General Meeting of 20 May 2011, the Board of Directors of Kinepolis Group NV decided on 14 December 2011 to destroy 349,423 own shares. From this date the total number of outstanding shares amounts 6,581,355.

The Extraordinary General Meeting of May 20, 2011 has decided to reduce the company's share capital by an amount equal to 30,010,268.74 euro and consequently pay back the shareholders 4.33 euro per share. From this date the total share capital amounts 18,952,288.41 euro.

The Extraordinary General Meeting on February 12, 2008 renewed the authorization of the Board 
of Directors to acquire own shares or profit-sharing certificates in accordance with Article 620 of the Companies Code for the sole purpose to cover the options written out in compliance with the option plan approved by the board of directors on November 5th 2007.

The Extraordinary General Meeting on May 18, 2007 renewed the authorization of the Board to increase the capital with a maximum of 48,883,132.15 €.

Contact

Kinepolis Group NV
Schelde 1
Moutstraat 132-146
B-9000 Gent

+32 9 241 00 00