Form of Impaired Non-Voting Status Notice

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF TEXAS

HOUSTON DIVISION

NOTICE OF NON-VOTING STATUS TO HOLDERS OF IMPAIRED CLAIMS AND INTERESTS CONCLUSIVELY PRESUMED TO REJECT THE PLAN AND IMPORTANT INFORMATION REGARDING THIRD-PARTY RELEASES AND NOTICE OF OPT-OUT RIGHTS

PLEASE TAKE NOTICE THAT on April 25, 2023, the United States Bankruptcy Court for the Southern District of Texas (the “Court”) entered an order [Docket No. 1596] (the “Disclosure Statement Order”):(a) conditionally approving the adequacy of the Second Amended Disclosure Statement Relating to the Second Amended Joint Chapter 11 Plan of Reorganization of Cineworld Group plc and Its Debtor Subsidiaries [Docket No. 1610] (the “Disclosure Statement”); (b) approving the solicitation procedures (the “Solicitation Procedures”) with respect to confirmation of the Second Amended Joint Chapter 11 Plan of Reorganization of Cineworld Group plc and Its Debtor Subsidiaries [Docket No. 1603] (the “Plan”);² (c) approving the forms of ballots and notices in connection therewith; (d) approving the rights offering procedures and related materials; (e) scheduling certain dates with respect thereto; and (f) granting related relief.

PLEASE TAKE FURTHER NOTICE THAT because of the nature and treatment of your Claim or Interest under the Plan, you are not entitled to vote on the Plan. Specifically, under the terms of the Plan, as a Holder of a Claim or Interest (as currently asserted against the Debtors) that is Impaired and conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code, you are not entitled to vote on the Plan.

PLEASE TAKE FURTHER NOTICE THAT the hearing at which the Court will consider the adequacy of the Disclosure Statement and Confirmation of the Plan, and related voting and objection procedures (the “Combined Hearing”), will commence on June 12, 2023, at 8:00 a.m., prevailing Central Time, before the Honorable Marvin Isgur, in the United States Bankruptcy Court for the Southern District of Texas, located at 515 Rusk Avenue, Houston, Texas 77002.

PLEASE TAKE FURTHER NOTICE THAT the deadline for filing objections to the Plan and the Disclosure Statement is June 8, 2023, at 5:00 p.m., prevailing Central Time (the “Plan and Disclosure Statement Objection Deadline”). Any objection to the Plan or the Disclosure Statement must: (a) be in writing; (b) conform to the Bankruptcy Rules, the Bankruptcy Local Rules, and any orders of the Court; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest beneficially owned by such entity; (d) state, with particularity, the basis and nature of any objection to the Plan or the Disclosure Statement and, if practicable, a proposed modification to the Plan or Disclosure Statement that would resolve such objection; and (e) be filed with the Court (contemporaneously with a proof of service) on or before the Plan and Disclosure Statement Objection Deadline.

PLEASE TAKE FURTHER NOTICE THAT, if you would like to obtain a copy of the Disclosure Statement Order, the Disclosure Statement, the Plan, the Plan Supplement, or related documents, free of charge, you may: (a) access the Debtors’ restructuring website at https://cases.ra.kroll.com/cineworld; (b) write to Cineworld Group plc Ballot Processing, c/o Kroll Restructuring Administration LLC, 850 Third Avenue, Suite 412, Brooklyn, NY 11232; (c) email cineworldinfo@ra.kroll.com (with “Cineworld Solicitation” in the subject line); or (d) call the Solicitation Agent at (844) 648-5574 (domestic, toll free) or +1 (845) 295-5705 (international). You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER at: https://ecf.txsb.uscourts.gov/.

ARTICLE IX OF THE PLAN CONTAINS RELEASE, EXCULPATION, AND INJUNCTION PROVISIONS, AND ARTICLE IX.D CONTAINS A THIRD-PARTY RELEASE. THUS, YOU ARE ADVISED TO REVIEW AND CONSIDER THE PLAN CAREFULLY BECAUSE YOUR RIGHTS MIGHT BE AFFECTED THEREUNDER.

ALL HOLDERS OF CLAIMS OR INTERESTS THAT DO NOT ELECT TO OPT OUT OF THE PROVISIONS CONTAINED IN ARTICLE IX OF THE PLAN USING THE ENCLOSED OPT-OUT FORM OR BY FILING AN OBJECTION TO THE RELEASES CONTAINED IN THE PLAN WILL BE DEEMED TO HAVE EXPRESSLY, UNCONDITIONALLY, GENERALLY, INDIVIDUALLY, AND COLLECTIVELY CONSENTED TO THE RELEASE AND DISCHARGE OF ALL CLAIMS AND CAUSES OF ACTION AGAINST THE DEBTORS AND THE RELEASED PARTIES. BY ELECTING TO OPT OUT OF THE RELEASES SET FORTH IN ARTICLE IX.D OF THE PLAN, YOU WILL FOREGO THE BENEFIT OF OBTAINING THE RELEASES SET FORTH IN ARTICLE IX OF THE PLAN IF YOU ARE A RELEASED PARTY IN CONNECTION THEREWITH.

THIS NOTICE IS BEING SENT TO YOU FOR INFORMATIONAL PURPOSES ONLY. IF YOU HAVE QUESTIONS ABOUT ANYTHING STATED HEREIN OR IF YOU WOULD LIKE TO OBTAIN ADDITIONAL INFORMATION, CONTACT THE SOLICITATION AGENT.

¹ A complete list of each of the Debtors in these chapter 11 cases may be obtained on the Debtors’ restructuring website at https://cases.ra.kroll.com/cineworld. The location of Debtor Cineworld Group plc’s principal place of business and the Debtors’ service address in these chapter 11 cases is 8th Floor Vantage London, Great West Road, Brentford, England, TW8 9AG, United Kingdom.

² Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan, the Disclosure Statement, or the Disclosure Statement Order, as applicable.

Houston, Texas

Dated: April 28, 2023

/s/Matthew D. Cavenaugh

JACKSON WALKER LLP
Matthew D. Cavenaugh (TX Bar No. 24062656)
Rebecca Blake Chaikin (TX Bar No. 24133055)
Veronica A. Polnick (TX Bar No. 24079148)
Vienna Anaya (TX Bar No. 24091225)
1401 McKinney Street, Suite 1900
Houston, TX 77010
Telephone: (713) 752-4200
Facsimile: (713) 752-4221
Email: mcavenaugh@jw.com
             rchaikin@jw.com
             vpolnick@jw.com
             vanaya@jw.com
Co-Counsel to the Debtors and Debtors in Possession

KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Joshua A. Sussberg, P.C. (admitted pro hac vice)
Ciara Foster (admitted pro hac vice)
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: joshua.sussberg@kirkland.com
ciara.foster@kirkland.com

Co-Counsel to the Debtors and Debtors in Possession

OPTIONAL: RELEASE OPT-OUT FORM

You are receiving this opt-out form (the “Opt-Out Form”) because you are a Holder of a Claim or an Interest that is not entitled to vote on the Joint Chapter 11 Plan of Reorganization of Cineworld Group plc and Its Debtor Subsidiaries (as may be amended, supplemented, or otherwise modified from time to time, the “Plan”).

Article IX.D of the Plan contains the following provision:

NOTWITHSTANDING ANYTHING CONTAINED IN THE PLAN TO THE CONTRARY, AS OF THE EFFECTIVE DATE, EACH RELEASING PARTY IS DEEMED TO HAVE RELEASED AND DISCHARGED EACH DEBTOR, REORGANIZED DEBTOR, AND RELEASED PARTY FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, INCLUDING ANY DERIVATIVE CLAIMS, ASSERTED ON BEHALF OF THE DEBTORS, THE REORGANIZED DEBTORS, OR THEIR ESTATES, AS APPLICABLE, THAT SUCH ENTITY WOULD HAVE BEEN LEGALLY ENTITLED TO ASSERT (WHETHER INDIVIDUALLY OR COLLECTIVELY), BASED ON OR RELATING TO OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, THE DEBTORS (INCLUDING THE MANAGEMENT, OWNERSHIP, OR OPERATION THEREOF), ANY SECURITIES ISSUED BY THE DEBTORS AND THE OWNERSHIP THEREOF, THE DEBTORS’ IN- OR OUT-OF- COURT RESTRUCTURING EFFORTS, ANY AVOIDANCE ACTIONS, THE CONVERTIBLE BONDS, THE LEGACY FACILITIES, THE PRIMING FACILITIES, THE MIDWEST FACILITY, THE SETTLEMENT FACILITY, ANY INTERCOMPANY TRANSACTIONS, THE CHAPTER 11 CASES, THE FORMULATION, PREPARATION, DISSEMINATION, SOLICITATION, NEGOTIATION, ENTRY INTO, OR FILING OF THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, THE DIP FACILITY, THE PLAN, THE PLAN SUPPLEMENT, THE EXIT FIRST LIEN FACILITY, THE RIGHTS OFFERING, THE FINANCING COMMITMENT AND BACKSTOP AGREEMENT, THE NEW MONEY REVOLVING CREDIT FACILITY, OR ANY RESTRUCTURING TRANSACTION, CONTRACT, INSTRUMENT, RELEASE, OR OTHER AGREEMENT OR DOCUMENT (INCLUDING ANY LEGAL OPINION REQUESTED BY ANY ENTITY REGARDING ANY TRANSACTION, CONTRACT, INSTRUMENT, DOCUMENT, OR OTHER AGREEMENT CONTEMPLATED BY THE PLAN OR THE RELIANCE BY ANY RELEASED PARTY ON THE PLAN OR THE CONFIRMATION ORDER IN LIEU OF SUCH LEGAL OPINION) CREATED OR ENTERED INTO IN CONNECTION WITH THE RESTRUCTURING SUPPORT AGREEMENT, THE DISCLOSURE STATEMENT, THE DIP FACILITY, THE PLAN, THE PLAN SUPPLEMENT, THE EXIT FIRST LIEN FACILITY, THE RIGHTS OFFERING, THE FINANCING COMMITMENT AND BACKSTOP AGREEMENT, THE NEW MONEY REVOLVING CREDIT FACILITY, THE FILING OF THE CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION, THE PURSUIT OF CONSUMMATION, THE ADMINISTRATION AND IMPLEMENTATION OF THE PLAN, INCLUDING THE ISSUANCE OR DISTRIBUTION OF SECURITIES PURSUANT TO THE PLAN, OR THE DISTRIBUTION OF PROPERTY UNDER THE PLAN OR ANY OTHER RELATED AGREEMENT, OR UPON ANY OTHER RELATED ACT OR OMISSION, TRANSACTION, AGREEMENT, EVENT, OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE RELEASES SET FORTH ABOVE DO NOT RELEASE: (A) ANY POST-EFFECTIVE DATE OBLIGATIONS OF ANY PARTY OR ENTITY UNDER THE PLAN, THE CONFIRMATION ORDER, ANY RESTRUCTURING TRANSACTION, ANY DEFINITIVE DOCUMENT, OR ANY OTHER DOCUMENT, INSTRUMENT, OR AGREEMENT (INCLUDING THOSE SET FORTH IN THE PLAN SUPPLEMENT) EXECUTED TO IMPLEMENT THE PLAN OR THE RESTRUCTURING TRANSACTIONS, INCLUDING THE EXIT FIRST LIEN FACILITY DOCUMENTS AND THE NEW MONEY REVOLVING CREDIT FACILITY DOCUMENTS; (B) THE RIGHTS OF ANY HOLDER OF ALLOWED CLAIMS OR ALLOWED INTERESTS TO RECEIVE DISTRIBUTIONS UNDER THE PLAN; (C) ANY OBLIGATIONS ARISING UNDER BUSINESS OR COMMERCIAL AGREEMENTS OR ARRANGEMENTS AMONG THE RELEASED PARTIES AND ANY NON-DEBTOR ENTITY; OR (D) THE INTERCHANGE LITIGATION CLAIMS AND ANY OTHER CLAIMS OR CAUSES OF ACTION OF THE ESTATES RELATING TO THE INTERCHANGE LITIGATION.

ENTRY OF THE CONFIRMATION ORDER SHALL CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL, PURSUANT TO BANKRUPTCY RULE 9019, OF THE THIRD-PARTY RELEASE, WHICH INCLUDES BY REFERENCE EACH OF THE RELATED PROVISIONS AND DEFINITIONS CONTAINED IN THE PLAN, AND, FURTHER, SHALL CONSTITUTE THE BANKRUPTCY COURT’S FINDING THAT THE THIRD-PARTY RELEASE IS: (I) CONSENSUAL; (II) ESSENTIAL TO THE CONFIRMATION; (III) GIVEN IN EXCHANGE FOR THE GOOD AND VALUABLE CONSIDERATION PROVIDED BY THE RELEASED PARTIES, INCLUDING, WITHOUT LIMITATION, THE RELEASED PARTIES’ CONTRIBUTIONS TO FACILITATING THE RESTRUCTURING AND IMPLEMENTING THE PLAN; (IV) A GOOD FAITH SETTLEMENT AND COMPROMISE OF THE CLAIMS OR CAUSES OF ACTION RELEASED BY THE THIRD-PARTY RELEASE; (V) IN THE BEST INTERESTS OF THE DEBTORS AND THEIR ESTATES; (VI) FAIR, EQUITABLE, AND REASONABLE; (VII) GIVEN AND MADE AFTER DUE NOTICE AND OPPORTUNITY FOR HEARING; AND (VIII) A BAR TO ANY OF THE RELEASING PARTIES ASSERTING ANY CLAIM OR CAUSE OF ACTION RELEASED PURSUANT TO THE THIRD-PARTY RELEASE.

IMPORTANT INFORMATION REGARDING THE RELEASES AND NOTICE OF OPT-OUT RIGHTS:

UNDER THE PLAN, “RELEASED PARTIES” MEANS, COLLECTIVELY, AND IN EACH CASE IN ITS CAPACITY AS SUCH: (A) THE DEBTORS; (B) THE REORGANIZED DEBTORS; (C) EACH AGENT; (D) EACH TRUSTEE; (E) EACH ADMINISTRATOR (IF ANY); (F) THE DIP LENDERS; (G) THE CREDITORS’ COMMITTEE; (H) EACH CREDITORS’ COMMITTEE MEMBER IN ITS CAPACITY AS SUCH; (I) THE CAPITAL RAISING PARTIES; (J) THE CONSENTING CREDITORS; (K) ALL RELEASING PARTIES; AND (L) EACH RELATED PARTY OF EACH ENTITY IN CLAUSES (A) THROUGH (K).

UNDER THE PLAN, “RELEASING PARTIES” MEANS COLLECTIVELY, AND IN EACH CASE IN ITS CAPACITY AS SUCH: (A) THE DEBTORS; (B) THE REORGANIZED DEBTORS; (C) EACH AGENT; (D) EACH TRUSTEE; (E) THE DIP LENDERS; (F) THE CREDITORS’ COMMITTEE; (G) EACH CREDITORS’ COMMITTEE MEMBER IN ITS CAPACITY AS SUCH; (H) THE CAPITAL RAISING PARTIES; (I) THE CONSENTING CREDITORS; (J) ALL HOLDERS OF CLAIMS OR INTERESTS WHO VOTE TO ACCEPT THE PLAN; (K) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ARE DEEMED TO ACCEPT THE PLAN; (L) ALL HOLDERS OF CLAIMS OR INTERESTS THAT ARE DEEMED TO REJECT THE PLAN AND WHO DO NOT OPT OUT OF THE RELEASES IN THE PLAN; (M) ALL HOLDERS OF CLAIMS OR INTERESTS WHO ABSTAIN FROM VOTING ON THE PLAN AND WHO DO NOT OPT OUT OF THE RELEASES IN THE PLAN; (N) ALL HOLDERS OF CLAIMS OR INTERESTS WHO VOTE TO REJECT THE PLAN AND WHO DO NOT OPT OUT OF THE RELEASES IN THE PLAN; AND (O) EACH RELATED PARTY OF EACH ENTITY IN CLAUSES (A) THROUGH (N); PROVIDED THAT, IN EACH CASE, AN ENTITY SHALL NOT BE A RELEASING PARTY IF IT: (I) ELECTS TO OPT OUT OF THE THIRD-PARTY RELEASE; OR (II) TIMELY OBJECTS TO THE THIRD-PARTY RELEASE AND SUCH OBJECTION IS NOT RESOLVED BEFORE CONFIRMATION.

NOTWITHSTANDING THE FOREGOING, AN ENTITY SHALL BE NEITHER A RELEASING PARTY NOR A RELEASED PARTY IF IT VALIDLY OPTS OUT OF THE RELEASES CONTAINED IN ARTICLE IX.D OF THE PLAN.

AS A “RELEASING PARTY” UNDER THE PLAN, YOU ARE DEEMED TO PROVIDE THE RELEASES CONTAINED IN ARTICLE IX.D OF THE PLAN, AS SET FORTH ABOVE. YOU MAY ELECT NOT TO GRANT THE RELEASES CONTAINED IN ARTICLE IX.D OF THE PLAN ONLY IF YOU (A) CHECK THE BOX BELOW OR (B) TIMELY FILE WITH THE COURT ON THE DOCKET OF THE CHAPTER 11 CASES AN OBJECTION TO THE RELEASES CONTAINED IN ARTICLE IX OF THE PLAN THAT IS NOT RESOLVED BEFORE CONFIRMATION. THE ELECTION TO WITHHOLD CONSENT TO GRANT SUCH RELEASE IS AT YOUR OPTION. BY OPTING OUT OF THE RELEASES SET FORTH IN ARTICLE IX.D OF THE PLAN, YOU WILL FOREGO THE BENEFIT OF OBTAINING THE RELEASES SET FORTH IN ARTICLE IX OF THE PLAN IF YOU ARE A RELEASED PARTY IN CONNECTION THEREWITH. PLEASE BE ADVISED THAT YOUR RECOVERY UNDER THE PLAN WILL BE THE SAME IF YOU OPT OUT.

OPTIONAL RELEASE ELECTION. YOU MAY ELECT TO OPT OUT OF THE RELEASE CONTAINED IN ARTICLE IX.D OF THE PLAN ONLY IF YOU CHECK THE BOX BELOW:

By signing this Opt-Out Form, the undersigned certifies to the Court and the Debtors that:

(a) as of the Voting Record Date, either: (i) the Entity is the Holder of a Claim or Interest; or (ii) the Entity is an authorized signatory for the Entity that is a Holder of the Claim or Interest;

(b) the Entity (or in the case of an authorized signatory, the holder) has received a copy of the Notice of Non-Voting Status to Holders of Impaired Claims and Interests Conclusively Presumed to Reject the Plan and Important Information Regarding Third-Party Releases and Notice of Opt-Out Rights and that this Opt-Out Form is made pursuant to the terms and conditions set forth therein;

(c) the Entity has submitted the same respective election concerning the releases with respect to all Claims or Interests in a single Class; and

(d) no other Opt-Out Form has been submitted or, if any other Opt-Out Forms have been submitted with respect to such Claims or Interests, then any such earlier Opt-Out Forms are hereby revoked.

Name of HolderMissing or incorrect value

Do you wish to sign electronically or upload a signature page?Missing or incorrect value

Name of SignatoryMissing or incorrect value

TitleMissing or incorrect value

Email address:Missing or incorrect valueYou will receive a copy of the submission here

Address LineMissing or incorrect value

TelephoneMissing or incorrect value

Date Completed dd/mm/yyyy

IF YOU HAVE MADE THE OPTIONAL OPT-OUT ELECTION, PLEASE COMPLETE, SIGN, AND DATE THIS OPT-OUT FORM AND RETURN IT PROMPTLY BY ONLY ONE OF THE METHODS BELOW.

If by First Class mail, overnight courier, or hand delivery:

Cineworld Group plc Ballot Processing

c/o Kroll Restructuring Administration LLC

850 Third Avenue, Suite 412,

Brooklyn, NY 11232

If you would like to coordinate hand delivery of your Opt-Out Form, please email cineworldballots@ra.kroll.com (with ‘Cineworld Solicitation’ in the subject line) and provide the anticipated date and time of your delivery

By electronic, online submission:

Please visit https://cases.ra.kroll.com/cineworld. Click on the “E-Ballot” section of the Debtors’ website and follow the directions to submit the electronic version of your Opt-Out Form. If you choose to submit your Opt-Out Form via Kroll Restructuring Administration LLC’s E-Ballot system, you should not also return a hard copy of your Opt-Out Form.

IMPORTANT NOTE: You will need the following information to retrieve and submit the electronic version of your Opt-Out Form:

Unique E-Ballot ID#:

“E-Balloting” is the sole manner in which this Opt-Out Form will be accepted via electronic or online transmission. Opt-Out Forms submitted by facsimile or email will not be counted.

Please note that if you are a Holder of Class 9 - Interests in Cineworld Parent and hold a position in one of the securities described in the chart below through DTC or another similar securities depository, you may not submit your Opt-Out Form via E-Ballot and must click on the Opt-Out Form link located on the left hand navigation panel of the Debtors’ restructuring website at https://cases.ra.kroll.com/cineworld to submit an electronic version of your Opt-Out Form Class 9 (Interests in Cineworld Parent)	CUSIP/ISIN
Common Stock	ISIN GB00B15FWH70
American Depository Receipt	CUSIP 17248A103 / ISIN US17248A1034
Warrants	ISIN GB00BN47HF16
Warrants	CUSIP 17248A111 / ISIN US17248A1117

THE VOTING DEADLINE IS JUNE 8, 2023, AT 5:00 P.M., PREVAILING CENTRAL TIME. THE SOLICITATION AGENT MUST ACTUALLY RECEIVE YOUR OPT-OUT ELECTION ON OR BEFORE THE VOTING DEADLINE.

Form of Impaired Non-Voting Status Notice

Introduction

OPTIONAL: RELEASE OPT-OUT FORM

Certifications.