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Corporate
Governance Statement
Pursuant to the Belgian Corporate Governance Code
of 12 March 2009 (hereinafter the “Code”), the
stipulations of which Kinepolis Group NV subscribes
to, the Board of Directors approved on 18 November
2014 a revised version of the Corporate Governance
Charter of Kinepolis Group NV. The Charter can be
consulted on the Investor Relations website.
RIGHTS TO NOMINATE CANDIDATES FOR A SEAT
ON THE BOARD OF DIRECTORS
According to the provisions of the articles of association,
eight directors can be appointed from among the candi-
dates nominated by Kinohold Bis SA, limited company
under the laws of Luxembourg, insofar as it or its legal
successors, as well as all entities directly or indirectly
controlled by (one of) them or (one of) their respective legal
successors (within the meaning of Article 11 of the
Companies Code) solely or jointly hold at least thirty-five
per cent (35%) of the shares of the Company, both when
the candidate is nominated and when the candidate is
appointed by the General Meeting, on the understanding
that, if the shares held by Kinohold Bis SA or its respective
legal successors, as well as all entities directly or indirectly
controlled by (one of) them or (one of) their respective legal
successors (within the meaning of Article 11 of the
Companies Code) represent less than thirty-five per cent
(35%) of the capital of the Company, Kinohold Bis SA or its
respective legal successors shall only be entitled to
nominate candidates to the Board of Directors for each
group of shares representing five per cent (5%) of the
capital of the Company.
SHAREHOLDER AGREEMENTS
Kinepolis Group NV is not aware of any shareholder
agreements that could restrict the transfer of securities
and/or the exercise of voting rights in the context of a
public acquisition bid.
CHANGE OF CONTROL
Under the terms of the Credit Agreement concluded on 15
February 2012 between, on the one hand, Kinepolis Group
NV and a small number of her subsidiaries, and on the
other, Fortis Bank NV, KBC Bank NV and ING Belgium NV, a
participating financial institution can end its participation in
that agreement, in which case the relevant part of the
outstanding loan amount will be immediately due if other
natural persons or legal entities than Kinohold Bis SA (or its
legal successors) and Mr. Joost Bert acquire control (as
defined in the Credit Agreement) of Kinepolis Group NV.
In this chapter of the annual report more factual informa-
tion is provided on the Corporate Governance policy
pursued in the fiscal year 2014, together with an explana-
tion of the deviations from the Code in accordance with
the “comply or explain” principle.
SHARE CAPITAL
Authorized capital at 31 December 2014 was
€ 18 952 288.41.
After the share split on 1 July 2014 (by which each regular
share was split into five shares) and the cancellation on
18 December 2014 of 548 073 shares held by Kinepolis
Group NV, the authorized capital is represented by
27 365 197 shares without nominal value, all of which
give the same rights to holders.
After the buyback in 2014 of a further 604 710 shares
under the authorization given by the Extraordinary General
Meeting of 19 October 2012 (to buy back, under certain
conditions, up to 5 856 505 shares for cancellation), the
delivery of 30 000 shares within the framework of the
exercise of options and the cancellation by the Board of
Directors on 18 December 2014 of 548 073 treasury shares,
on 31 December 2014 Kinepolis Group held 1 529 252
treasury shares with a capital value of € 1 059 113. Under
the above authorization by the Extraordinary General
Meeting, at 31 December 2014 Kinepolis Group NV was
authorized to buy back another 3 869 335 shares.
26
KINEPOLIS GROUP
ANNUAL REPORT 2014
03 / MANAGEMENT REPORT