Kinepolis Annual Report 2015

Furthermore, under the General Terms and Conditions of

the Prospectus dated

12 May 2015

making an

Unconditional

Public Offer to Exchange the aforementioned bonds

, in case

of a change of control (as defined in the Prospectus) any

bond holder will have the right to oblige Kinepolis Group NV

to refund the nominal amount of all or a part of the bonds,

under the conditions set forth in the Prospectus. This

Prospectus can be consulted at the Kinepolis Investor

Relations website.

Lastly, there is a clause in the General Terms and Conditions

dd.

16 January 2015

with regard to the

private placement of

bonds

with institutional investors valued at € 96.0 million

euros in the event of a change of control that is identical to

the one set down in the aforementioned Prospectus.

SHAREHOLDER STRUCTURE

AND RECEIVED NOTIFICATIONS

Based on the notifications received within the framework of

Article 74 of the Public Acquisition Bids Act of 1 April 2007,

from Kinepolis Group NV, Kinohold Bis SA, Stichting

Administratiekantoor Kinohold, Marie-Suzanne Bert-

Vereecke, Joost Bert, Koenraad Bert, Geert Bert and Peter

Bert, acting by mutual agreement (either because they are

‘affiliated persons’ within the meaning of Article 11 of the

Companies Code or they are otherwise acting by mutual

agreement) and collectively holding more than 30% of the

voting shares of Kinepolis Group NV, on subsequent

transparency statements (within the meaning of the Act

of 2 May 2007 and the Royal Decree of 14 February 2008

regarding the disclosure of major holdings) and statements

within the meaning of the share buyback program, as of

31 December 2015:

★

Kinohold Bis SA held 12 700 050 shares or 46.41% of

the shares of the Company; Kinohold Bis SA is controlled

by Stichting Administratiekantoor Kinohold under Dutch

law, which in turn is jointly controlled by the following

natural persons (in their capacity as directors of

Stichting Administratiekantoor Kinohold): Joost Bert,

Koenraad Bert, Geert Bert and Peter Bert;

★

Kinohold Bis SA otherwise acts in close consultation

with Joost Bert;

★

Kinepolis Group NV, which is controlled by Kinohold Bis SA,

held 244 221 shares or 0.89% treasury shares;

★

Mr Joost Bert, who acts in close consultation with

Kinohold Bis SA, held 554 540 shares or 2.03% of the

shares of the Company.

SHAREHOLDER

NUMBER OF

Kinohold BIS

12 700 050

46.41

Mr Joost Bert

554 540

2.03

Kinepolis Group NV

244 221

0.89

Free Float, of which:

13 866 386

50.67

- Axa SA

1 523 555

5.57

- BNP Paribas Investment

Partners NV

1 406 080

5.14

TOTAL

27 365 197

100%

SHAREHOLDERS’ STRUCTURE AT

31 DECEMBER 2015

03 / MANAGEMENT REPORT

KINEPOLIS GROUP

ANNUAL REPORT 2015