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ANNUAL REPORT 2004 KINEPOLIS GROUP

GB Kinepolis 04 - KU Leuven · Kinepolis management 7 LETTER TO THE SHAREHOLDERS 8 ACTIVITY OVERVIEW 12 GEOGRAPHIC OVERVIEW 13 Belgium 13 France 14 Spain 15 Poland 16 Switzerland

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Page 1: GB Kinepolis 04 - KU Leuven · Kinepolis management 7 LETTER TO THE SHAREHOLDERS 8 ACTIVITY OVERVIEW 12 GEOGRAPHIC OVERVIEW 13 Belgium 13 France 14 Spain 15 Poland 16 Switzerland

A N N U A L R E P O R T 2 0 0 4

K I N E P O L I S G R O U P

KINEPOLIS GROUP NV Eeuwfeestlaan 20 – 1020 Brussels - BelgiumTel +32 2 474 26 01 – Fax +32 2 474 26 06

Trade number : 0415 928 179 www.kinepolis.com

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Contact:

Investor Relations

Kinepolis Group

Tel +32 2 474 27 92

[email protected]

www.kinepolis.com/investors

ww

w.c

om

fi.b

e

Kinepolis Group NV at 31/12/04

100%

100%

50% 50%

Kinepolis Multi NV

F.M.C. SA Immo Roc NV

CCE Liège NV

Imagibraine S.A.

CCi&H NV

Decatron NV

K.F.P. BVBA

K.F.D. NV

E.M.C. NV

Kinepolis Nacka

Kinepolis Holding BV

Megatix NV

Eurocasino NV

100%

Majestiek Int. SA

Kinepolis Schweiz

I.O.B. NV

Kinepolis Invest SA

Kinepolis España SA

Kinepolis Madrid SA

Kinepolis Paterna SA

Kinepolis Granada SA

Kinepolis Metz SA

F.M.C.I. SA

Kin.Le Château du Cinéma SAS

Kinepolis Mulhouse SA

Kinepolis Thionville SA

Kinepolis Immo Thionville SA

Forum Kinepolis SA

Kinepolis Nancy SAS

Eden Panorama SA

Kinepolis Prospection SAS

Kinepolis Mega NV Bruvision NV

Ditjaarverslag is eveneens beschikbaar in het Nederlands.Ce rapport annuel est également disponible en version française.

100%

Kinepoleast BV

Kinepolis Spzoo

Kinepolis Poznan

01000020000300004000050000600007000080000

2005200415

20

25

30

SHARE PRICE EVOLUTION + VOLUME

KINEPOLIS SHARE PRICE IN 2004

Share price (Euronext Brussels)

High (in EUR) 25.7

Low (in EUR) 15.5

Closing price at 31/12/2004 (EUR) 24.4

Average number of shares traded per day 4,131

Total number of shares traded during the year at 31/12/2004

1,120,424

Capitalisation (in EUR) at 31/12/2004 194,061,784

KEY FIGURES PER SHARE (CONSOLIDATED)

Net result of the Group per share 1.22

Dividend 0.29

Number of shares at 31/12/2004 6,930,778

FINANCIAL CALENDAR

Friday 20 May 2005:

Kinepolis Group NV Annual General Meeting

Friday 15 July 2005:

Publication of 1st half 2005 audience figures

Friday 16 September 2005:

Publication of 2005 half-year results

Friday 14 October 2005:

Publication of 3Q 2005 audience figures

Monday 9 January 2006:

Publication of 2005 visitor figures

Friday 10 March 2006:

Publication of 2005 annual results

Friday 14 April 2006:

Publication of 1Q 2006 visitor figures

Friday 19 May 2006:

Kinepolis Group NV Annual General Meeting

INFORMATION FOR THE SHAREHOLDERS

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SUMMARY

COMPANY PROFILE 2

Mission & Vision 3

Strategic advantages 3

Company profile 4

Divisional structure of Kinepolis Group 6

Kinepolis management 7

LETTER TO THE SHAREHOLDERS 8

ACTIVITY OVERVIEW 12

GEOGRAPHIC OVERVIEW 13

Belgium 13

France 14

Spain 15

Poland 16

Switzerland 17

ACTIVITY OVERVIEW 19

Ticket sales 19

Food & Beverage 21

Events & Media 22

Concessions 24

Kinepolis Film Distribution 25

BOARD OF DIRECTOR ’S REPORT 26

Declaration concerning

Corporate Governance 27

Technological leadership 32

Real Estate 34

ICT 36

Corporate Marketing 37

Business Intelligence 39

Human Resources 40

Turnover and operating income 42

INFORMATION FOR THE SHAREHOLDERS 46

Information for the shareholders 47

Financial Calendar 47

Key figures per share 47

Capital 48

Payment of the dividend 48

Shareholders structure 48

ANNUAL ACCOUNTS 49

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THE MANCHURIAN CANDIDATE - UIP

Company profile

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MISSION & VISION

Kinepolis Group intends to bring the ultimate cinema

experience to a broad audience, to specific customer

groups in European, multifunctional customer and

family-focused cinema complexes.

Kinepolis plans to accomplish this in a way that offers

the highest quality and that is profitable through an

innovative and personalised approach.

HIGH LEVEL OF EXPERTISE

The so-called “Kinepolis Experience” is based on a series

of well-balanced features such as:

• Suitable, easily accessible locations

• The design and building of 5th-generation

multifunctional leisure centres with restaurants, cafes,

exhibition and meeting facilities, etc.

• Broad knowledge in the area of film programming,

ticketing, comfort and safety

• Unparalleled image and sound quality

ON A HUMAN SCALE

Customer friendliness and satisfaction are essential

at Kinepolis. To imbue the entire organisation with

this “customer Focus,” a strategic training project was

initiated at the beginning of 2004 under the name

“Service with a Smile.”

To better promote the “Kinepolis Experience,” personnel

also received improved support in the area of internal

communication and recruitment.

WITH AN EYE FOR INNOVATION

Kinepolis has always been a pioneer in technological

innovation. It is continuously looking for the best

state-of-the-art technology in the entertainment

industry, including innovations in the area of sound and

projection technology.

Evidence of this is THX certification – THE standard for

perfect image and sound quality in the cinema industry

– that was awarded to each Kinepolis cinema hall.

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STRATEGIC ADVANTAGES

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Kinepolis Group is present in fi ve countries.

With 24.5 million visitors in 2004, it belongs to the top

European cinema operators.

PIONEER IN DIGITAL CINEMA

In collaboration with a number of partners that have achieved worldwide fame in the meantime, including

EVS for server technology and Barco for projection technology, Kinepolis was the fi rst European operator to jump on the digital train.

The Kinepolis Group already has a unique platform of 11 high resolution digital projectors in Belgium and France.Alongside digital Hollywood productions (e.g. The Incredibles) visitors can also experience alternative content in digital format, as the TV newscast, prestige events (e.g. De Kampioenen special), TV serials (Aspe), live concerts (Sioen) and sports competitions (e.g. Euro 2004).The further digitalisation will help Kinepolis Group to develop its international market position.

CINEMANIE

In Belgium the new Cineanie quality label has generated remarkable results. With “Cinemanie, viewing the other

fi lm better”, Kinepolis Belgium is seeking to attract fans of authors’ fi lms from all over the world.

Every day at least 1 Cinemanie-movie is shown in each of the Belgian complexes since the start of 2004. The Passion of the Christ, Lost in Translation and Fahrenheit 9/11 fi gured in the top 3. In 2005 Cinemanie will also be launched internationally.

COMPLEXES SCREENS EMPLOYEES

Belgium 9 123 966

France 6 77 371

Spain 3 64 427

Poland 1 20 101

Switzerland 1 8 43

Total 20 292 1,908

COMPANY PROFILE

MAJOR EUROPEAN PLAYER

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5

64% 20%

13%

2%1%

0

10

20

30

40

50

0

5000

10000

15000

20000

25000

30000

00 01 02 03 04

22 455

25 997*27 334*

24 219 24 512

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EUR mill. 2004 2003 VAR

LIKE-FOR-LIKE (*)

2004 2003 VARAudience figures (mill.) 24.5 24.2 1.2% 24.2 23.7 2.0%

Total turnover 203.4 198.1 2.7% 201.4 193.9 3.9%

Total turnover from cinema operations 191.6 186.9 2.5% 189.7 182.8 3.8%

EBITDA1 42.9 42.7 0.3% 43.1 42.5 1.4%

Operating profit (EBIT) 16.2 14.4 11.9% 16.6 14.6 13.5%

Financial result -6.7 -10.8 37.7%

Profit/loss on ordinary activities 9.4 3.6 160.0%

Extraordinary result 1.6 2.2 -26.9%

Pre-tax profit/loss 11.0 5.8 89.3%

Consolidated net profit/loss 6.6 2.1 214.9%

Consolidated net result of the Group 6.5 2.7 140.2%

Net current profit/loss 2 8.3 3.0 178.8%

Net current profit loss of the Group 8.3 3.6 130.3%

Net financial debts 3 147.1 151.0 -2.6%

1 Ebitda Operating profit before depre-ciation, amortization, reductions in value and provisions

2 Net current profit included €0.5m of income from sale of own shares

3 Net financial debt position: financial debts less the GIMV subordinated loans (balance 2003: €7.4m; balance 2004: €10.4m), cash at bank and in hand and short-term investments

(*) On a like-for -like basis, i.e. excluding the contributions from units sold, liquidated, opened or closed in 2004 and 2003: CinecityTreviso (Italy, May ’03), RMBe, RUM and Frontine (Belgium, June ‘03), Max Linder (France, February ’04), Kinepolis Granada (Spain, June ’04). The like-for-like figures do not reflect the increase in the shareholding in Forum Kinepolis Nîmes in 2003 and the closing of the Opéra complex in Liège.

AUDIENCE FIGURES (MILL.)

Box Office

Food & Beverage

Events & Media

KFD/KFP

Rent concessions

* 2001 and 2002: including the audience figures of the recently sold Italian units

TOTAL TURNOVER

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F. GijbelsCEOKinepolis Group

J. Bert CEOKinepolis Group

G. DeleyManaging DirectorKinepolis Cinema

L. Van BaelenManaging DirectorKinepolis Real Estate

J. StaelensCFO Kinepolis GroupDeputy Managing Director Kinepolis Cinema

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DIVISIONAL

STRUCTURE OF

KINEPOLIS GROUP

On 4 February 2004 the Board of Directors decided to

split Kinepolis Group into two internal divisions for the

following reasons:

- Better comparisons of Kinepolis Group’s cinema

activities with those of other international cinema

groups,

- Proper development of the real estate and

operating activities,

- Far-reaching professionalization of the property

activities.

KINEPOLIS REAL ESTATE

Kinepolis Real Estate acts as a project developer,

manager of land and buildings, facility manager and

concessions. Florent Gijbels is responsible for the Real

Estate division. The general management lies with Luc

Van Baelen, Managing Director of Kinepolis Real Estate,

assisted by the Kinepolis Real Estate Management

Committee.

KINEPOLIS CINEMA

Kinepolis Cinema sells tickets and manages Food &

Beverage, Events & Media and other cinema related

activities.

Joost Bert is responsible for the Cinema division, with

general management in the hands of Gilbert Deley,

Managing Director of Kinepolis Cinema, supported

by Jan Staelens, Deputy Managing Director Kinepolis

Cinema and CFO of Kinepolis Group, and the other

members of the Kinepolis Cinema Management

Committee.

CORPORATE FINANCE & ADMINISTRATION

Corporate F&A is in charge of financial, legal and

administrative activities of the Kinepolis Group on an

international scale. Florent Gijbels and Jan Staelens are

responsible for this corporate department.

UNITY

The Kinepolis Group Cinema and Real Estate divisions

as well as Corporate F&A remain linked in 2004 via

the Coordination Committee including the CEO, the

CFO and the Managing Directors. Time, energy and

cooperation are key words in achieving the synergy

which will give Kinepolis Group greater transparency

and focus.

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Kinepolis Real Estate Management Committee

3. L.Van Baelen: Managing Director Kinepolis Real Estate

1. E.Himpens: Director Development Kinepolis Real Estate

Kinepolis Cinema Management Committee

7. G.Deley: Managing Director Kinepolis Cinema

9. J.Staelens: CFO Kinepolis Group, Deputy Managing Director Kinepolis Cinema

2. J.Huyghe: Director Sales, Operations & Marketing

5. M.Van de Velde: Content Director

11. Bob Claeys: Director Projection & Sound, Director Food & Beverage

6. Bart Claeys: Director Business Intelligence and Operations Support

8. N.Vanderplancke: Director Human Resources

4. A.De Roovere: ICT Director

10.M.Dassonville: Corporate Communication Manager

KINEPOLIS MANAGEMENT

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DE KUS - KINEPOLIS FILM DISTRIBUTION

Letter to the shareholders

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Dear Shareholders,

In terms of visitor numbers 2004 was an atypical year

for Kinepolis Group, with a very strong first half but an

end-of-year period below expectations.

Notwithstanding, Kinepolis Group ended 2004 with a

consolidated net profit up € 3.8m to € 6.5m and a net

current profit up € 5.3m to € 8.3 m despite the only

limited increase in visitor figures.

Consistent cost management and reduced financial

charges are the main reasons for this improvement.

AUDIENCE FIGURES

In 2004 Kinepolis Group welcomed 24.5m viewers

to its cinema complexes. On a like-for-like basis this

represents a growth of 2% compared with 2003.

January to August 2004 were top months with a strong

film line-up. During this period the Kinepolis Group

international film top consisted of Harry Potter and the

Prisoner of Azkaban, Shrek 2 and Troy.

In the following months there were no real box office

hits. The 2004 year-end season could not match the

same period in 2003 which included blockbusters

like Finding Nemo, Lord of the Rings 3 and De Zaak

Alzheimer (The Alzheimer Case).

- The most visible progress was achieved by

Kinepolis Poznan (Poland), with growth of 20% on

2003, thanks among other things to the upturn in

the Polish economy and the success of

The Passion of the Christ. The extension of public

transport services in the region also made the

complex much more accessible.

- The French complexes increased their shares

of local French markets. A 10% rise in audience

figures on a like-for-like basis is due to the superb

French film line-up in 2004 with Les Choristes and

Un long Dimanche de Fiançailles heading the bill.

- In Belgium, construction work on the Antwerp

ringroads, impairing access to the Metropolis,

placed a temporary halt on growth (2.5%).

- Spanish ticket sales stagnated like-for-like (1%).

Including audiences at the newest Kinepolis

complex in Granada (opened in June 2004),

ticket sales in Spain were nonetheless up 5%.

Kinepolis Granada welcomed fewer visitors than

expected owing to delays by project developer

Detea-Commercia in developing leisure activities

around the complex.

- Audience figures at Kinepolis Schaffhausen fell

by 5%, with a weak film offering depressing ticket

sales in the German-speaking part of Switzerland.

European cinema visitors are increasingly turning

to local titles and away from traditional Hollywood

offerings. In future Kinepolis Group will be aiming

more at local content, among other things by

continuing to invest in digital film projectors,

Cinemanie programming and in Belgian productions

like De Indringer (The Intruder) and Windkracht 10

(Wind Force 10).

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KINEPOLIS GROUP AND DIGITAL CINEMA

Kinepolis Group is an absolute leader in the digital

revolution in Europe. In Belgium and France it has

created a platform of 11 high resolution digital

projectors that is unique in Europe.

In the past year film fans not only enjoyed the

advantages of digitalization - more stable images, no

wear, perfect subtitling, better colours – but above all a

wider choice of entertainment.

Alongside digital Hollywood productions visitors can

also experience alternative content in digital format,

including screenings of prestige events, TV serials, live

concerts and sports competitions.

- The digital pre-premiers of the VTM crime

series Aspe, the digital launch of the TV1 serial

Flikken and the digital special marking the 15th

anniversary of TV1’s De Kampioenen were major

successes.

- The daily live broadcasting of the 19.00 TV news

and the coverage of the EURO 2004 football final

live on the big screen proved very popular.

- In March the Sioen concert was transmitted live

via satellite to all digital Kinepolis theatres.

CINEMANIE

In Belgium the new Cineanie quality label has

generated remarkable results. With “Cinemanie,

viewing the other film better”, Kinepolis Belgium is

seeking to attract fans of authors’ films from all over

the world. In 2004 almost 400,000 Belgian cinema fans

were tempted by the Cineanie label. In 2005 Cinemanie

was also launched internationally.

ORGANIZATION

On 4 February 2004 the Board of Directors decided to

split Kinepolis Group into two internal divisions for the

following reasons:

- Better comparison of Kinepolis Group’s cinema

activities with those of other international cinema

groups;

- Proper development of the real estate and

operating activities;

- A far-reaching professionalization of the property

activities.

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OUTLOOK

In the coming years Kinepolis Group will continue to

focus on:

- Increasing operating efficiency in existing cinema

complexes

- Generating profit in every one of the group’s

cinema entities

- The phased expansion programme: Kinepolis

Nancy in September 2005, Kinepolis Bruges in

2006 and Kinepolis Ostend in 2007.

Given the further growth of Kinepolis Granada and with

Kinepolis Nancy scheduled to open during the year,

Kinepolis Group expects global audiences in excess of

the 2004 figure.

A WORD OF THANKS

On behalf of the Board of Directors we wish thank our

employees for their hard work and their devotion to

Kinepolis Group.

Kinepolis Group is determined to achieve its

strategic goal of sustainable and profitable growth.

In successfully meeting the future challenges,

Kinepolis Group was able to count on the efforts of

its employees, who are very aware of the importance

of value creation for our shareholders and for

cinema visitors. An essential factor in this process is

digitalization and the new opportunities it opens up

to our cinema visitors. Customer care, quality and

continuous innovation are Kinepolis Group’s greatest

assets in maintaining its lead over the competition.

Together with the Board of Directors we express our

full confidence in the future.

Lett

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Florent Gijbels

CEO

Joost Bert

CEO

Baron Hugo Vandamme

Chairman of the Board

of Directors

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THE TERMINAL - UIP

Geographic Overview

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KINEPOLIS BELGIUM

Kinepolis Belgium visitor figures in 2004 gave grounds

for satisfaction, with the exception of Metropolis

Antwerp. Significantly contributing to this was the

good line-up of French language films in the French-

speaking parts of the country. Revenues from Food &

Beverage and Media & Events were also up.

AUDIENCE FIGURES

For Kinepolis Belgium, 2004 was a year of differing

speeds.

The Kortrijk, Liège and Braine complexes produced

good audience figures, up 2%, 2% and 17% respectively

on 2003. French-language line-up with films like Les

Choristes, Les Daltons, Narco and Podium.

A further positive factor was the renovation of the

downtown Palace complex in Liège, which reopened to

visitors in June.

The less good news came from Antwerp, where

roadworks on the Ring, lasting right through from

June to November, weighed heavily on final results.

Indeed the entire cinema market in Belgium’s northern

metropolis suffered

from these perceived

difficulties of access.

TURNOVER AND MARGINS

TRENDING UPWARDS

In terms of financial

parameters, 2004 was a

good year.

Average ticket prices were

up 2% on 2003. Candy,

soft drinks and popcorn

sales also increased.

Revenue per customer

was up by 9%.

Another reason for the

good annual results lies

in the split screenings, or staggered film timings,

resulting in splitted queues and more time for revenue

generation.

A last and major area of growth was sales revenues

from business-to-business channels.

The sharp 15% increase in revenues from these activities

reflects in part the improved economic environment,

but also the Kinepolis Group’s growing reputation as an

organizer of business-to-business activities.

OUTLOOK

The competition situation is set to remain largely

unchanged in 2005. Kinepolis Belgium continues

nonetheless to invest in renovating its theatres, and in

a number of conceptual innovations from which much

is expected in terms of both income and cost control.

Visitor figures in Antwerp are expected to turn round

from 2006 onwards, with the roadworks a thing of the

past and a number of investments carried out. Finally,

Kinepolis Belgium is continuing to invest in market

research to provide it with information with which to

strengthen its market position.

GEOGRAPHIC OVERVIEW

Geo

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KINEPOLIS FRANCE

French cinema audiences rose overall by 11% in 2004

compared with 2003, reflecting the opening of around 10

new multiplexes and a good film line up.

Strong films like Les Choristes, Podium and Un long

Dimanche de Fiançailles produced a significant market

share for native French films: 38% of all film tickets sold.

STRONGLY RISING AUDIENCE FIGURES

Kinepolis France reached the milestone of 6.5 million

tickets for the first time, with over 10% more visitors

than in 2003, and confirming Kinepolis position as the

fourth largest player on the French cinema market.

With a locally directed commercial approach Kinepolis

Lomme welcomed 10% more visitors than in 2003*,

taking its local market share up to 67%. Kinepolis

Thionville raced ahead by 11%, whilst Kinepolis

St. Julien-lès-Metz

advanced by a more

modest 2%, despite

the arrival of two new

competitors.

The recently opened

leisure centre will increase

the pull of this site and

underscore the synergy

between film and fun.

Kinepolis Mulhouse’s

audiences rose by 6%,

taking it past the 1 million

visitor level for the first time since opening in 2000.

Kinepolis Nîmes’ strong local competition strategy

again bore fruit.

A 17% upsurge in audience figures, thanks to the

arrival of a new commercial centre within walking

distance of the cinema complex, made it the strongest

growing complex within the Kinepolis Group.

A number of changes in the Food & Beverage range

and new operational processes carried Food &

Beverage sales per ticket up more than 5% on 2003.

* Excluding the Max Linder entity in Paris, the trade fund was sold in February 2004.

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INNOVATION

By being the first cinema in France to install the High

Definition Digital Cinema 2K projector, Kinepolis

Lomme put its stamp even more firmly on the French

cinema sector as an innovator.

Continuing the process of innovation, improved

cost control and higher quality service, all Kinepolis

complexes in France are being fitted with innovative,

high performance Automatic Ticketing Machines.

The HR and Operations

departments also

developed internal

programmes like

Mystery Shopping and

Service With a Smile.

These programmes are

designed to evaluate the operational excellence of each

individual complex and to bring them up to Kinepolis

standards and values.

OUTLOOK

Kinepolis France will be continuing its targeted

investment policy in 2005, with innovative measures to

control operating costs, increase turnover and improve

competitiveness. The total renovation of Kinepolis

Lomme, new Food & Beverage points of sale and a

further roll-out of the automatic ticketing machines are

just some of the planned investments. The opening of

an innovative cinema complex in Nancy, scheduled

for September 2005, will make Kinepolis France the

leading player in the east of France.

KINEPOLIS SPAIN

After a weak 2003, the Spanish cinema market grew by

5% in 2004.

This increase in ticket sales is paralleled, however, by a

rise in the number of cinema screens.

MADRID FILM TEMPLE

For the sixth successive year Kinepolis Madrid

confirmed its undisputed leadership of the Spanish

cinema world. Kinepolis

Group’s largest megaplex

reached the 20 million

visitor mark in 2004

in the record time of 6

years and 2 months. In

2004 Kinepolis Madrid

was again proud to

welcome international filmstars like Matt Damon

(Bourne Supremacy), Tobey Maguire and Kirsten Dunst

(Spiderman 2), in so doing further confirming its image

as a film temple par excellence.

The opening of four new multiplexes within its

catchment area produced a slight drop in visitors at

Kinepolis Madrid. This fall was, however, limited to

just 4% thanks to Kinepolis infrastructural advantages

and its customer-directed approach. To maintain

these advantages, a major replacement investment

programme was set in train in 2004.

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VALENCIA – A SOLID NUMBER 2

Kinepolis Valencia strengthened its position as Spain’s

number two cinema after Kinepolis Madrid. Despite the

opening of a UGC multiplex in the city centre, visitor

numbers at Kinepolis Valencia were again up 3%. Its

good location in the Heron City leisure centre makes

Kinepolis Valencia Spain’s best performing ”summer

cinema“.

GRANADA MULTIPLEX OPENED

The most important event for Kinepolis in Spain

was without doubt the

opening of Kinepolis

Granada, a state-of-the-

art multiplex with 15

theatres and over 4,710

seats, close to Granada’s

historic centre. The high

satisfaction level of

clients switching from existing cinemas is expressed in

Kinepolis Granada’s growing market share.

For 2005 Kinepolis wants to become the leading local

complex once and for good.

KINEPOLIS POLAND

2004 was a very good year for Kinepolis Poznan. Visitor

numbers were up 20% on 2003, passing the 1,5 million

mark in the fourth year of operation. Kinepolis Poznan

also remains by far Poland’s largest cinema in terms of

visitors and income.

BLOCKBUSTERS SCORE WELL

The first reason for this spectacular growth lies in the

good film line-up, in particular in the first eight months

of the year. Shrek 2 turned out to be the strongest

release in Poland, drawing nearly 120,000 visitors at

Kinepolis Poznan. Other major blockbusters such as

Harry Potter 3, Lord Of The Rings 3, Shark Tale and The

Day After Tomorrow performed excellently.

A second cause was the great success of films like The

Passion of the Christ, Der Untergang and a number

of Polish productions that drew large numbers of

(school) groups. These groups together represented

almost 200,000 tickets. School groups are traditionally

a strong-scoring segment in Poland, because of the

significant place of images in general and films in

particular in education.

Thirdly the release dates of films in Poland came

last year ever closer to those in Western Europe

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and America. In this way films benefit from global

advertising and the risk of pirating is reduced.

POLISH ECONOMY LOOKING UP

The improved economic climate, influenced by Poland’s

joining the European Union on 1 May 2004, expressed

itself in changing consumption patterns. Polish families

now have more money to spend on leisure activities.

According to figures from ING Bank GDP grew by 6%.

Along with the above reasons the continuing building

of new complexes (7 in the past 18 months) is another

major factor in the growth of Polish cinema audiences,

even if with a frequency of 0.8 visits per year, Poland

lags well behind Belgium, with an average of 2.2.

We can therefore expect that, with further development

and better economic conditions, the Polish market will

continue to grow in the coming years.

OUTLOOK

Growth in Poznan is likely to be slower in 2005 than

in 2004, for two reasons. First, the 2005 film line-

up is expected to be weaker than in 2004. Second,

competition is set to grow in 2005, with a new 10-

screen, 2,500 seat cinema complex opening its doors

in Poznan in May. In 2005 Kinepolis Poland will also

be taking on other challenges, such as introducing a

number of labels in the film area (including Cinemanie),

the HR area (Service with a Smile or SWAS) and the

quality area (Mystery Shopping).

In terms of customers, even more attention will be paid

in 2005 to target groups like students, families and

business clients.

KINEPOLIS SWITZERLAND

The Swiss cinema sector rose globally by +4%

compared with 2003.

AUDIENCE FIGURES

The success of Les Choristes was one explanation for

the strong performance of the French language cinema

market (+10%), whereas the Italian language market

stagnated at 1%.

The German language market, on the contrary, in

which Kinepolis Schaffhausen is active, fell in 2004 by

5%. Lower audience figures in this language area are

explained mainly by a weak German film line-up in

2004. The year before (2003) a much stronger German

film line-up had put its stamp on box office receipts,

among others with “Achtung Fertig Charlie” which

drew record audiences.

The 5% fall in audience figures in 2004 at Kinepolis

Schaffhausen to 267,830 visitors is therefore in line with

the market. The weak German film-line up depressed

visitor figures, as did increased competition from

Pathé Dietlikon in the German-speaking area.

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ACTIVITY OVERVIEW

TICKET SALES

Overall, 2004 was a good, but not outstanding year in

terms of audience numbers. In all the Kinepolis Group

welcomed some 24.5 million visitors, 2% more than in

2003, at its 20 cinema complexes.

The reason for this modest growth is to be sought

in the lack of really outstanding films, despite a

reasonable line-up.

THE FILM LINE-UP

Seen from an international vantage point, the following

films achieved the hoped-for ticket office successes in

2004: Harry Potter and the Prisoner of Azkaban, Shrek 2

and Troy. The traditional animation styles of Sharktale,

The Incredibles and Shrek 2 proved popular during

holiday periods. Epic narratives -

King Arthur, Kill Bill 2, The Last Samurai, Troy and The

Village also scored exceptionally well.

The release of the third Harry Potter film was worth

a good 1 million visitors in Belgium. On the French-

speaking side everyone was pleasantly surprised by

the success of Les Choristes, Podium and Un long

dimanche de Fiançailles.

2005 promises well with both good family films and a

number of promising sequels.

CINEMANIE

In Belgium the new Cinemanie quality label has

generated remarkable results. With Cinemanie

Kinepolis Belgium is trying to attract lovers of author

films from every corner of the world. Since the start of

2004 at least one Cinemanie film has been shown daily

in every Belgian complex. The Passion of the Christ,

Lost in Translation and Fahrenheit 9/11 were the top 3

quality films.

In 2005 Cinemanie is also being launched in foreign

complexes.

DIGITAL CINEMA

In addition to digital Hollywood productions like

Brother Bear and The Incredibles, film fans could also

experience alternative content in 2004 in digital format,

such as sports contests (EURO 2004 football final live),

television series (the Aspe crime serial, Flikken and

Witse) and the daily 7 pm TV news.

AUDIENCE FIGURES THROUGHOUT THE YEAR

During the first half of 2004 audience figures were up

9% on the first half of 2003, reflecting mainly the strong

film line-up and cinema-favourable weather conditions.

During the second half visitor figures fell, however,

by 4%. The fourth quarter was unable to confirm the

positive third quarter trend, mainly in the absence of

major blockbusters.

INTERNATIONAL ACCENTS

Kinepolis Poland made the greatest leap forward with

20% more visitors in 2004 than in the year before. This

is due entirely to the success of The Passion of the

Christ, to the recovering economic climate and to Polish

families paying more attention to leisure than in 2003.

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The French Kinepolis complexes also performed

impressively, with a full 10% more visitors than in

2003, owing entirely to the opening of individual new

complexes and the strong French fi lm line-up. Ticket

sales in Spain fell slightly (-1%) like-to-like compared

with 2003, but grew by 5% counting in Kinepolis

Granada, which opened at the end of the June 2003.

Kinepolis Madrid also takes fi rst place for ticket sales

both in the Kinepolis Group and in the Spanish cinema

market as a whole.

Kinepolis Belgium had a somewhat less successful year

(-2.5%), owing mainly to the roadworks on the Antwerp

ring which made the Metropolis less accessible.

The cinema complexes in Kortrijk, Liège and, in

particular, Braine, performed excellently with visitor

numbers up 2%, 2% and 17%.

Kinepolis Switzerland, fi nally, suffered from a weak

German fi lm line-up in 2004, with audience levels down

5% on 2003.

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FOOD & BEVERAGE (F&B)

Income from food and beverage sales in Kinepolis

cinemas remains buoyant. In 2004 F&B was again

able to report a rise in “spend per head”. This figure,

obtained by dividing total turnover by the number

of cinema visitors, is by far the most important

performance indicator in the Kinepolis F&B

department.

FOCUS IN 2004

In 2004 F&B devoted considerable attention to

international Food & Beverage sales and purchasing

policy.

Partnership agreements were negotiated and

concluded in consultation with the Marketing

department.

Various policy points were assiduously monitored

throughout the year: analysis of sales figures,

tracking of margins, inventory management, category

management, sales promotions, developing new

concepts, staff training and motivation, preparation

and roll-out of new complexes, auditing “HACCP”

(“Hazard Analysis by Critical Control Points”)

hygiene procedures, and maintenance of the F&B IT

infrastructure.

BETTER PER CAPITA MARGINS

For years eating and drinking during film shows have

been a permanent feature of the cinema experience.

Regular sales promoting initiatives, good category

management and infrastructure monitoring, combined

with an optimal price policy enabled Kinepolis to

improve its margin per capita.

Soft drinks, candy, popcorn and Nacho’s predominated

again in 2004, but ice cream, chocolate and salted

snacks also sold well.

POINTS OF SALE

Until now Kinepolis F&B has had two types of sales

outlets: “Fastlanes”, which are optimally structured

sales counters where customers can select the fully

product range and be served quickly and efficiently,

and self-service candy corners where customers pay at

the check-out.

PREFERENCE PARTNERS

For branded products Kinepolis cooperates with a

number of preferential food partners: Coca-Cola,

Unilever (Ola), Masterfoods, Nestlé, Lay’s, Ferrero, Spa,

Inbev, Bacardi Breezer. Kinepolis popcorn is produced

fresh daily. Therefore industrial kitchens are installed in

the cinema complexes themselves.

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OUTLOOK

A number of major projects are taking shape for 2005.

Various points of sales will be renovated to a new

“retail module” concept, with an extended offering,

and focusing on the unique shopping experience. Also

on the agenda for 2005 is the introduction of a number

of light Products.

EVENTS & MEDIA

BUSINESS TO BUSINESS (B-TO-B)

Four key focal points of attention for the B2B division

in 2004 were extending the range of services for

B2B customers, the follow-up of regular customers,

continuing to extend the POS network and managing

the portfolio of preference partners.

LOCATION – MEDIUM - PREMIUM

Customer care is the motto of the B2B division.

The price structure of sales promotions was reviewed

(interesting prices for volume sales) and new products

launched: Canned Emotions (Belgium, Carte Clap and

Carte Duo (France) and the Kinebono 10 Plus (Spain).

Kinepolis Belgium introduced specially reduced

rates for advertising and events agencies which use

Kinepolis as a medium or as a location without film

screenings.

LOYALTY PROGRAMMES

Kinepolis knows how to express its appreciation of

customer loyalty by keeping its faithful customers

regularly updated on special offers and novelties.

Get Togethers have become a well-known concept

in Belgium, immersing visitors each time, with an

appropriate buffet and animation, into the atmosphere

of the programmed film. The French Works Councils

continue to play a key role in the B2B approach.

EXTERNAL POINTS OF SALE

In offer better service to potential visitors, Kinepolis

continued, as in 2003, to extend its network of external

points of sale. As well as buying loose vouchers in Jet

filling stations, customers can also buy film boxes and

greetings cards in Belgian post offices.

PREFERENCE PARTNERS

Ferrero became a new commercial partner. The F&B

offered more in line with cinema visitor tastes. Among

existing partners Coca-Cola continued to play a very

active role (including special student offers, appropriate

decoration and a gigantic Crazy Coke & Popcorn

roadshow), whilst Proximus upped the success of its

2003 Proximus Film Experience with 10 editions in 2004

as against 4 in 2003.

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BUSINESS-TO-CONSUMER (B-TO-C)

As well as its technological excellence, Kinepolis uses

a wide range of events to offer visitors unforgettable

evenings. In Belgium there were the memorable

pre-weekends of, among others, King Arthur,

School of Rock, The Bourne Supremacy and

Spiderman 2, with very varied animation and

entertainment. Star visits are an increasingly popular

attraction: in 2004 Kinepolis Madrid again treated its

visitors to appearances by world-famous fi lmstars

including Matt Damon, Colin Farrell, Oliver Stone,

Tobey Maguire…

MEDIA PRESENCE

Kinepolis is continuously scanning medialand for new

opportunities to reconfi rm its “top-of-mind” status. In

2004 new, well-known media partners were brought on

board: MSN, Sanoma, Vitaya, Het Belang van Limburg).

Kinepolis continues to aim high with its website:

www.kinepolis.com took professional magazine Clickx’s

silver award for the best professional site in 2004.

Individual records were again recorded last year:

405,500 pageviews in1 day and 21,200 trailers in 1 day.

OUTLOOK

The B2B division is continuing its task of renewing

existing partner contracts and prospect for possible

additional partners. The number of external sales

channels is also being extended to make purchasing of

sales promotions ever easier for the consumer.

The Kinepolis motto in B2C is “less but bigger”, that

is major events centring around blockbusters (e.g.

Star Wars) which will, it is hoped, leave an indelible

impression on visitors.

The Media division will also be more than busy in

2005. The site too will undergo a complete facelift in the

course of the year.

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CONCESSIONS

Kinepolis Group develops a number of m2 of commercial

space in each cinema complex. Alongside their main

activity of providing cinema entertainment, the Kinepolis

multiplexes are evolving more and more towards “Family

Entertainment Centres”.

SIDE ACTIVITIES

What cinema visitors increasingly want is an evening out

rather than just watching a movie: have a bite to eat with

family or friends, visit a DVD shop where the latest releases

can be bought or hired, or enjoy a hour’s bowling before or

after a film and other side activities are very much in.

One question when designing a Kinepolis multiplex is

always how many m2 of commercial space to include as a

function of incoming and outgoing visitor flows, existing

facilities in the neighbourhood, the size of the city, etc.

SUFFICIENT SPACE

Kinepolis complexes have between a few hundred and

several thousand m2 of lettable space. This space is filled

with catering outlets (fast food, better restaurants, cocktail

bars, pizzerias), bowling, retail (sale of cinema products,

gadgets, CDs, DVDs, etc), billiard cafés, disco, karting etc.

These activities are complementary to the cinema activity

and go to make the total offering more attractive to the

client.

SELECTED ACHIEVEMENTS

At Lomme (France), 100m2 was leased to pastry chain

Subway and 935m2 to the Merlin Group (farm produce).

At Nîmes (France) an agreement has been negotiated to

develop a 3,500m2 bowling alley. In Spain 12,000m2 in the

new Kinepolis complex has been let out to the Commercia

Group (bowling, catering, etc).

DIVERSIFICATION

Kinepolis Group is currently examining other

diversification opportunities centring around cinema

visiting. Sites will be strengthened by including leisure

and commercial activities. In this way, visitors who in

the past came mostly at evenings and weekends will be

attracted increasingly during the day by the additional

activities.

2005

A 2,600m2 karting is planned to open at Kinepolis Poznan

(Poland) in 2005. A bowling arcade is also being considered

for the Mulhouse (France) complex.

Kinepolis wants to offer more than just cinema. Customers

are calling for additional leisure opportunities and Kinepolis

policy is to meet this demand as far as possible. Past and

future realizations prove this to be the right choice.

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KINEPOLIS FILM DISTRIBUTION

For the second year running Kinepolis Film Distribution

posted a respectable profi t, even if it was unable to

equal the record earnings of 2003. But then 2003 was

an exceptional year with fi lms like Gangs of New York,

Team Spirit 2 and De Zaak Alzheimer.

THE APPROACH IN 2004

The respectable results obtained by Kinepolis Film

Distribution was a direct consequence of the further

optimization of release and operating costs and the

recruiting of one additional staff member.

2004 brought few outstanding releases.The leading fi lms

were Scary Movie 3, Kill Bill 2, Blade Trinity and Plop en

Kwispel. The last two fi lms, however, were released in

December and provided most of their sales at the start of

2005. The division has also worked hard in recent years

to increase income from the back catalogue by putting

together educational projects and extending the “better

fi lm” catalogue.

In 2004 this approach began to bear fruit in the form of

sales right through the year at no additional cost.

KFD will of course also be continuing on its existing path.

LONG LIVE LOCAL FILMS

2005 is set to confi rm the policy of promoting local

fi lms and the implementation of a tax shelter system.

These include new fi lm productions as Dominique

Deruddere’s Bloedbruiloft, KFD’s fi rst Walloon fi lm

release Miss Montigny, as well as Ieder zijn Geluk (from

upcoming talent Fien Troch), Piet Piraat, a new Plop

fi lm, and Windkracht 10, the new print from the makers

of De Zaak Alzheimer with equal box offi ce potential.

INTERNATIONAL PURCHASES

Strong international purchases in our partnership with

the Dutch company RCV include Hotel Rwanda, a fi lm

as gripping as Schindler’s List, The Son of the Mask (the

follow-on from the hit fi lm with Jim Carrey and Cameron

Diaz), Domino, The New World and The Brothers Grimm.

With this well balanced local-international fi lm line-up the

KFD can look to the future with confi dence.

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THE HOUSE OF FLYING DAGGERS - KINEPOLIS FILM DISTRIBUTION

Board of Director’s Report

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Kinepolis Group nv in general attaches great

importance to Corporate Governance, and does

everything possible to organize as efficiently as

possible the relations of power and influence within

the company, in particular the structures and channels

within which management, the exercise of this

management and the protection of stakeholders are

undertaken.

In so doing Kinepolis Group strives to apply the

principles of the Belgian Corporate Governance

Code (the “Lippens Code”) as far as possible, with

due account for the particularities of the company.

Kinepolis Group is also working on producing its own

Corporate Governance Charter as recommended in the

Lippens Code.

BOARD OF DIRECTORS AND SPECIAL

COMMITTEES

COMPOSITION OF THE BOARD OF DIRECTORS

The articles of the association state that the Board of

Directors can consist of up to 10 members, at least

two of whom should be regarded as independent of

the reference shareholders and of management.

As long as Kinohold sa and/or CCM&H nv (today Claeys

Invest nv), as well as all entities directly or indirectly

controlled by them own, alone or jointly, at least 35%

of the shares of the company, 8 directors shall be

appointed from candidates put forward by Kinohold

and CCM&H (today Claeys Invest nv). Where the

shareholding percentage is less than 35%, Kinohold sa

and/or CCM&H nv (today Claeys Invest nv) are entitled

to put forward one candidate per tranche of shares

representing 5% of the capital.

To ensure that a director’s qualification as an inde-

pendent director conforms with the Lippens Code, the

Board of Directors will be proposing to the Extraordinary

General Meeting of 20 May 2005 to amend the Articles of

Association to state that «as long as Kinohold nv and/or

Claeys Invest nv), and all entities directly or indirectly

controlled by them, own, alone or jointly, at least 35% of

the shares of the company, the majority of the directors

shall be appointed from among candidates put forward

by Kinohold sa and Claeys Invest nv.”

This clause of the articles of association does not change

the fact that the Board of Directors is of the opinion that

the independent directors appointed in the past can be

properly considered as independent.

The articles of association provide for directors to be

appointed for a maximum term of 6 years. In practice

directors have now been appointed for a maximum term

of 4 years.

The articles of association do not impose any age limit

on the appointment of directors.

At 31 December 2004 the Board of Directors consisted

therefore of nine persons, four of whom should be

regarded as independent of the reference shareholders

and the management.

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DECLARATION CONCERNING CORPORATE

GOVERNANCE

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NAME POSITION END OF

MANDATE

OTHER MANDATES

NV Claeys Invest, represented by

Mrs Marie-Rose Claeys-Vereecke

(1)(3)(4)

Co-Chair 2006

NV HRV, represented by Baron Hugo

Vandamme, Chair (1) (2)

Chairman 2005 Roularta Media Group nv: Chairman of the Board

Barco nv: Vice-Chairman of the Board

Maatschappij van de Brugse Zeevaartinrichtingen nv: Director

Sara Lee/DE International bv: Member of the Supervisory Board

Mrs Marie-Suzanne Bert-Vereecke,

(1) (3)

Honorary Chair 2006

Mr Joost Bert (3)

Mr Florent Gijbels (3)

Managing Directors 2005

2005

Mr Peter Bert, (1) (3) Director 2006

Mr André Meers, (1) (2)

NV Euro Invest Management,

represented by Philippe Haspeslagh

(1) (2)

BVBA Gerard Van Acker, represented

by Mr Gerard Van Acker, (1) (2)

Director

Director

Director

2007

2005

2006

Machiels Group nv: General Manager

Dujardin Foods nv: Chairman of the Board

Quest Management nv: Chairman of the Board

Quest for Growth nv: Director

Capricorn Venture Partners: Director

Vandemoortele nv: Director

Sabena Technics nv: Chairman of the Board

Language & Computing nv: Chairman of the Board

Besix Group nv: Director

Carestel nv: Director

ABO nv: Director

Bofort nv: Director

(1) Non-executive director - (2) Independent director

(3) Represent the majority shareholders - (4) Coopted by the Board of Directors on 6 October 2004

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OPERATION OF THE BOARD OF DIRECTORS

The Board of Directors is chaired by Mr. Hugo

Vandamme.

As the highest governing body of the company, the

Board of Directors is responsible, in addition to its

statutory tasks, for developing the general policy and

investment plan.

The Board of Directors confirms in the ongoing

consultation with the managing directors:

• the short and long-term strategy, and where

necessary adapts

• the profit plans

• the financial means and human resources

to realise the pools

The Board of Directors also supervises:

• the daily management and ensures that

the internal audit procedures are correctly

and fully followed

• the statutary auditor and the internal

auditor

• the progress of strategic decisions and profit plans

• the use of financial means and human resources

The Board of Directors proposes to the General

Meeting its remuneration, establishes the strategic

objectives, forms of assessment, results, profit plans,

business plans of the management and remuneration

of the managers of the company and the general

remuneration policy.

In principle the Board of Directors meets every two

months. Each meeting’s agenda includes at least:

• the monthly visitor figures of the various complexes

and the financial results of Kinepolis Group and its

subsidiaries

• newly proposed projects

• the progress of ongoing projects

• the reports of the Audit Committee and the

Appointments and Remuneration Committee.

Special board meetings are held to discuss:

• the consolidated and unconsolidated financial

statements and annual reports

• the investment budgets for the coming year

• short and long-term strategy

• general remuneration policy.

The articles of association require

resolutions to be passed by a majority

of votes, but in practice decisions are

reached by consensus. The Board of

Directors met 10 times in 2004.

THE REMUNERATION COMMITTEE

The Remuneration Committee, set up in

1998 from among the members of the

Board of Directors, was converted on 26 January 2005

into an Appointments and Remuneration Committee.

This committee consists exclusively of non-executive

directors.

- NV Claeys Invest, represented by Mrs Marie-Rose

Claeys-Vereecke

- Mrs Marie-Suzanne Bert-Vereecke

- NV HRV, represented by Baron Hugo Vandamme

- Mr André Meers

The chairman is Mr André Meers.

The Appointments and Remuneration Committee is

responsible for drawing up general guidelines for the

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company’s remuneration policy, and the remuneration

of the managers of the company.

The Remuneration Committee has an advisory role

vis-à-vis the Board of Directors.

The Remuneration Committee met three times in 2004:

• On 14 January 2004 in the presence of André Meers,

Hugo Vandamme, Marc Vercruysse1, Marie-Rose

Vereecke and Marie-Susanne Vereecke

• On 17 March 2004 in the presence of André Meers,

Hugo Vandamme, Marc Vercruysse, Marie-Rose

Vereecke and Marie-Susanne Vereecke

• On 14 September 2004 in the presence of André

Meers, Hugo Vandamme, Marie-Rose Vereecke and

Marie-Susanne Vereecke.

The Managing Directors attend the meetings of the

Appointments and Remuneration Committee when

invited.

THE AUDIT COMMITTEE

The Audit Committee, which was set up in 2001,

consists exclusively of non-executive directors,

the majority of whom are independent.

The Audit Committee is comprised of:

- NV Claeys Invest, represented by Mrs Marie-Rose

Claeys-Vereecke

- Mr Peter Bert2

- BVBA Gerard Van Acker, represented by Mr Gerard

Van Acker

- NV Euro Invest Management, represented by

Mr Philippe Haspeslagh

- Mr André Meers3.

The Audit Committee advises and assists the Board of

Directors in fulfilling its responsibilities with regard to

the organization and control of:

- the internal financial and accounting control system;

- the rules and procedures to be followed in drawing up

the annual accounts;

- the company’s audit, accounting and financial

reporting processes.

The internal auditor reports directly to the Audit

Committee, which establishes the auditor’s annual

work programme.

The Audit Committee can also be entrusted with special

assignments by the Board of Directors.

In 2004 the Audit Committee met five times with Mr

Gerard Van Acker in the chair:

• On 14 January 2004 in the presence of Gerard Van

Acker, Marc Vercruysse1 and Philippe Haspeslagh;

• On 8 March 2004 in the presence of Gerard Van Acker,

Marc Vercruysse and Mrs Claeys

• On 21 June 2004 in the presence of Gerard Van Acker,

Philippe Haspeslagh and Peter Bert

• On 3 September 2004 in the presence of Gerard

Van Acker, Philippe Haspeslagh and Mrs Claeys

• On 20 December 2004 in the presence of Gerard

Van Acker, Philippe Haspeslagh and Mrs Claeys.

The auditor, the chief financial officer and the

managing directors attend the meetings of the Audit

Committee.

1 No longer member of the Board of Directors since May 2004. 2 Appointed by the Board of Directors of 17 March 2004, in order to replace M.S. Bert-Vereecke. 3 Appointed by the Board of Directors of 26 January 2004.

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REMUNERATION

In 2004 a total of € 1,352,622 was

paid to the members of the Board of

Directors for the Kinepolis Group and all

subsidiaries.

A total amount of € 1,164,684 was paid

to the executive management, that is the

members of the two management committees and the

managing directors, for the same companies.

DAY-TO-DAY MANAGEMENT

Day-to-day management is undertaken by the two

Managing Directors (CEOs), Mr Joost Bert and

Mr Florent Gijbels.

RULES OF BEHAVIOUR

The Board of Directors of Kinepolis Group nv has

approved a “Business Conduct Policy” setting out the

fundamental principles which each Kinepolis Group

director and employee is expected to abide by.

In particular this conduct policy contains guidelines

covering trading in Kinepolis shares by board members

and other employees whose job brings them into

contact with price-sensitive information, as well as

guidelines for making a distinction between business

and private interests.

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TECHNOLOGICAL

LEADERSHIP

There is as yet no clearly developed business model for

digital cinema. A host of questions remain unanswered:

who is going to pay for the equipment, which will be the

final standards, how will digital films be distributed? ....

Despite this, Kinepolis Group is anxious not to deprive

its customers of this outstanding quality. The group is

therefore continuing unperturbed with its switchover to

digital, thereby further enhancing its global reputation as a

high tech partner.

SELECTED ACHIEVEMENTS

In 2004 Kinepolis Group confirmed its number one

position on the digital cinema market by increasing to 11

the number of digital theatres.

These digital theatres are equipped with Barco projectors

supplemented with EVS servers. In early February 2005

the line-up of digitally-equipped cities was: Brussels 2

projectors, Antwerp 2 projectors, Ghent, Hasselt, Kortrijk,

Liège, Leuven, Braine-l’Alleud and Lomme (France).

QUALITATIVE DIGITAL BENEFITS

The benefits of digital cinema as against traditional 35mm

lie especially in the exceptional image quality (improved

stability and focus) and in the better aligned subtitles.

Digital technology also maintains film quality better in the

longer term.

A traditional cellulose film will begin to show wear

– lines and specks on the image – after certain number of

showings. In digital projection this wear is a thing of the

past: the projection quality is as good on the last day of the

screening as at the pre-premiere.

NEW CONTENT OPPORTUNITIES

All of Kinepolis digital installations are fitted with special

auxiliary apparatus which can serve to host special

events. Images can be projected from computers (incl.

presentations) together with live camera shots taken in the

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theatre itself (e.g. conferences or roadshows) or images

beamed in directly by satellite.

These multifaceted installations mean that Kinepolis is no

longer limited to “Hollywood content» – classical 35mm

fi lm projections – but can also offer all sorts of alternative

content.

At the start of 2004 a handful of digital experiments were

undertaken with the VTM TV newscast and the fi ction

series Aspe. The results were promising and led Kinepolis

to come up from August 2004 onwards – this time in close

cooperation with VRT – with projects like TV serials Witse,

Flikken etc. Locally produced full-length digital fi lms

(Shrek 2, K3 and the magic Medaillon for example),

together with Hollywood productions, accounted for

448,105 visitors in 2004. We can expect the number of

digital productions to rise sharply in the near future.

OUTLOOK

A host of technological changes can be expected in the

coming months and years.

One example is the additional peripheral equipment which

was connected up to the digital projectors at the start of

2005.

With these developments digitalization has entered once

and for all into the cinema world.

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REAL ESTATE

OBJECTIVES

Kinepolis is seeking to implement an active

policy of drawing maximum benefit from its

fixed assets.

To this end it set up an internal “Real Estate”

division in 2004, which is looking to achieve

the following objectives in consultation with

the Cinema division:

• Evaluation and management of a portfolio

of land, parking lots and buildings. Real Estate managers

this property maintains it and supervises the necessary

repairs and improvements.

• Development of new cinema projects. Real Estate

coordinates the design and implementation work and

acts as primary contact point for contractors. Examples of

its work are the newly opened Granada complex

(15 theatres), the renovated Palace in Liège, and the

projects in Nancy (2005), Bruges (2006) and Ostend

(2007).

• Making optimal use of existing space with new

commercial projects. The goal here is to increase the

attractiveness of sites and create added value.

PROPERTY PORTFOLIO

Kinepolis Group has right now 20 complexes with 292

screens and 88,740 seats, 45,000 m2 of space is available

for commercial letting.

The group owns a total surface area of 836,000 m2.

Various initiatives were started or completed in the course

of 2004 to meet the above objectives.

INITIATIVES

In connection with real estate management,

lands in Granada, Nîmes and Stockholm were

sold .

New uses are also being examined for other

sites.

In Poznan (Poland) an application has been

made to redevelop the parking areas in front

of the cinema.

Real Estate will be erecting a number of

shopping and retail buildings there together

with a partner.

In Schaffhausen (Switzerland) a building permit has been

obtained for a complex including a bowling arcade, disco

and restaurants on the cinema parking lot.

PARKING LOTS

In several locations the parking problem is being re-

examined, with paid parking introduced wherever

possible.

In Kortrijk an agreement has been concluded with Parko to

jointly operate the parking lots belonging to Kortrijk Xpo,

the city and Kinepolis.

A paying private parking lot has also been created in

Ghent next to the complex.

Whilst the parking price for the cinema visitor is minimal,

on an annual basis this mounts up to a substantial added

value for Kinepolis Group.

NEW COMPLEXES

As described below, Real Estate is continuing to plan and

build new complexes.

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GRANADE

The 4710 seat, 15 theatre Kinepolis complex in Granada

was opened last year. This complex applies a new formula

in which the cinema is integrated into a retailing centre.

The entire site has taken the Kinepolis name.

LIÈGE

In Liège the downtown Palace complex has been fully

renovated to modern standards. 5 theatres have been kept,

with 1,300 seats.

NANCY

Building work continues on the Nancy complex close to

the city centre.

Major attention is being paid to the concessions, which will

occupy the entire area underneath the theatres. A 22-alley

bowling centre, restaurant, creperie and bistro will be

housed here.

The cinema complex and the concessions will be finished

in summer, ready for the scheduled opening in September

2005.

This cinema will also be the first premises in which the

entrance, foyer and shops will follow the new styling

developed in 2004.

BRUGES

In Bruges a building permit for an 8-theatre complex has

been obtained on a site at the corner of the Expresweg and

the Koning Albertlaan. Work will begin in 2005, with the

opening scheduled for mid-2006.

OSTEND

In Ostend a building permit amendment is being put

together for the land around the Wellingtonbaan,

where Kinepolis will be erecting an 8 theatre complex,

architecturally integrated into the surrounding

environment.

OUTLOOK

The main focus of attention in 2005 will be to continue

completion work on the projects that have already been

started.

A number of complexes will be transformated to the new

styling.

Kinepolis will also be paying special attention to filling the

still vacant concessions at Mulhouse and Poznan.

Finally the Real Estate group will be working together

with the Cinema division to ensure the future geographic

expansion of the group, through joint prospecting and

examination of various opportunities in Europe.

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ICT

In 2004 the IT department was rechristened ICT,

reflecting the increasing integration of communications

in general into modern-day IT technical infrastructures.

Integrating the entire telecommunications process into

a single department enables Kinepolis to adapt better

to new technological developments and make more

effective use of the existing infrastructure.

INTRANET SCORE WELL

Last year the Kinepolis Intranet was opened up to all

departments.

Since then it has proven an ideal platform for making

general internal information available to all employees.

Intranet has already demonstrably improved the

efficiency of information transfer within Kinepolis.

INTEGRATION OF APPLICATIONS

The ASW software package to support financial

activities was implemented internationally in 2004.

All financial operations are now bundled into a single

application, centralized in Brussels.

The commissioning of phase one of a data warehouse

also marks a further step on the path to integration,

and will certainly make consolidated data more easily

available for the balanced scorecards

operated within Kinepolis.

Work has also begun on the functional

analysis of the new ticketing application.

This application is of major strategic

importance for Kinepolis, with all

departments involved in its development.

IMPROVED SECURITY

Viruses and spam are a constant threat, not just for

Kinepolis, but also for other users. Security procedures

were therefore refined in 2004, with a new system of

constant monitoring in order to achieve better security.

To increase the security of internet payments, Kinepolis

has switched to the 3D-secure standard.

2005

The main priority for 2005 is the development of the

new ticketing application. The further extension of the

data warehouse will offer even greater integration

of the various Kinepolis data flows. Continuous

improvement of internal and external and security will

be another focal point during the year.

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CORPORATE

MARKETING

After the consolidation and renewal

in 2003, 2004 was a transitional year.

The new structuring into B-to-C, B-

to-Be and Theatre and Media divisions

was extended to achieve an even higher quality of

service. Watchwords for 2004 were optimizing existing

programmes and launching a number of new concepts.

BUSINESS-TO-CONSUMER (B-to-C)

The four cornerstones of B-to-C operations in 2004 were

a targeted approach to individual customer groups,

continuing and extending the volume generation

campaigns and loyalty programmes, and organizing

image-supporting corporate events.

SPECIFIC TARGET GROUPS

Four target groups received particular attention in 2004:

1. Families: The specifi c family programmes - Happy

Sundays (Belgium), Matinées Magiques (France) and

Magic Sundays (Poland) – were slightly adapted,

with the aim of emphasizing that Kinepolis not only

offers fi lms in an optimal environment, but also

guarantees that ‘little extra’, from creative samplings

to original animation. In so doing Kinepolis confi rms

its added value as a supplier of both top fi lms and top

entertainment.

2. Schools: The well-known

KineScola mix of educational and

entertainment fi lms was continued

in Belgium. In Poland too, schools

particularly enjoyed the fi lm

line-up, with a record number of

schools screenings attended by

no less than 140,000 pupils.

3. Students: Kinepolis continues to profi le itself to the

student population as the ultimate cinema experience.

The existing formulas in Belgium and Poland were

extended, with new accents which make the Student

Card, a “must-have” for today’s modern student: new

partners, 100% on-line registration and application for

the Student Card in Belgium, and the introduction of

exclusive student premieres in Poland.

4. Film lovers: As part of its effort to provide an as broad

fi lm line-up as possible on a continuous basis, Kinepolis

launched a special programme – better known as

“Cinémanie” specially directed at lovers of quality fi lms.

The idea behind these projects is to allow fi lm lovers to

enjoy the jewels of world cinema in an environment of

optimal technology and comfort.

VOLUME GENERATION CAMPAIGNS AND LOYALTY PROGRAMMES

Under the motto of ‘more visitors, more fun’ various

countries introduced small-scale campaigns aimed

at boosting visitor numbers, including a Christmas

initiative in Poland and the Winterticket in France. The

success of the Summerticket initiative (return within 5

days for just 5 euros) was repeated in Belgium, France,

Poland and Switzerland.

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Loyalty is also rewarded at Kinepolis. The success of the

100 Days Card in 2003 inspired to continue it in 2004 in

Belgium and also to launch this successful concept in

France.

CORPORATE EVENTS

2004 was also a year of celebrations: 20 years of

Kinepolis Lomme, 5 years of Kinepolis Thionville, 3

years of Kinepolis Poznan, and the openings of Palace

Liège and Kinepolis Granada. True to Kinepolis’s

fi lm&fun tradition, all this took place in style, with

pre-premieres and special events. Poland

and Spain both undertook image-support

campaigns, each with its own accents.

THEATRE

The Theatre division, focused on two

fi elds: making cinema visiting an even

better experience (with harmonized

signing and sensitising staff through

Service with a Smile) and undertaking two

major corporate campaigns.

The THX campaign served to acquaint both customers

and staff in a light-hearted way with the THX quality

standard which is available to all Kinepolis theatres.

The High Defi nition Digital Camera campaign served to

confi rm Kinepolis as a pioneer in technical innovation.

OUTLOOK

Kinepolis’s target group programmes are and remain

very important, and will be further developed in

2005. With the international relaunch of Cinémanie,

fi lm lovers will certainly not go hungry. For students

Kinepolis will again be out looking to provide the best

possible deal, and Happy Sunday remains for families.

A loyalty programme directed at children will be

introduced in the second half of the year. The focus will

again be on THX. The common factor behind all these

initiatives is to make the entire cinema experience even

more fun, so that visiting the cinema is

not just watching a fi lm, but a fully-fl edged

entertainment event.

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BUSINESS

INTELLIGENCE

Growing competitiveness and increasing specialization

are forcing Kinepolis management to constantly improve

its performance.

There is also a growing need for more quantitative

and qualitative operational

information to support the

business strategy.

To meet this need, Kinepolis Group

set up in 2003 a new department,

BI2OS (Business Intelligence

& International Operations

Support), tasked with supporting

the formulation, communication,

implementation and monitoring

of Kinepolis strategy.

BALANCED SCORECARD

The Balanced Scorecard (BSC)

is the methodological radar

that Kinepolis has chosen to provide proper support

to its strategy. This methodology consists of deriving a

selected number of critical success factors and critical

performance indicators from the Kinepolis Group

strategy.

BI2OS then takes care of the formulation,

communication, operational translation,

implementation and monitoring of this methodology.

BSC is being phased in with precedence to priority

information needs. A strategic data warehouse (SDW)

serves as a data source for meeting all operational,

tactical and strategic reporting, analysis and research

needs within the organisation.

REPORTING

Operational reporting was optimised in 2004 with

the installation of a new operational reporting tool

(SDWRep) and the creation of a number of new and

innovative reports.

This information is

continuously available to

users with the aim of greater

time saving, efficiency and

more optimal decision-

making. Each Kinepolis

complex can now call down

key operating results, missed

film opportunities and the

evolution of its local market

share on a weekly basis.

Corporate F&A developed a

new financial ERP-system,

which was implemented in 5

countries in less then one and a half year.

RESEARCH

Last year, in various analysis and research projects, the

group monitored its Belgian market share, examined

over- and understaffing, screened new cinema markets

in various countries and produced corresponding

feasibility studies.

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Finally much attention was paid in 2004 to mystery

shopping and customer satisfaction surveys. Both

programmes are part of the “Service with a Smile”

project aimed at operational excellence.

2005

The basic Balanced Scorecard was ready for use by

the end of 2004, enabling the group to move on in

2005 to causal research. This will include investigating

the financial implications of non-optimal personnel

planning in the Food & Beverage points of sale. The

main factors affecting the financial results will also be

carefully studied and quantified. All this opens the way

to more pro-active decision-making.

By revealing real causal relationships BI2OS can

enrich business intelligence, to the ultimate benefit

of all internal and external stakeholders, including

shareholders, employees and cinema viewers.

HUMAN RESOURCES

People make the difference in today’s competitive

cinema market.

Selection and recruitment, compensation, training and

career planning and employee motivation are just some

of the many tasks of the HR department.

In 2004 the number of Kinepolis staff increased

worldwide from 1823 to 1908. The opening of Kinepolis

Granada increased numbers by 69.

SERVICE WITH A SMILE

In 2003 the “Service with a Smile” concept took shape

for the first time as part of Kinepolis Group’s strategic

training policy.

In 2004 this initiative blossomed into a fully-fledged

policy tool, covering customers, employees and the

entire operating process. Service with a Smile is aimed

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at customer care in all its forms, with the requisite

attention also paid to the continuous improvement

of operating procedures. Work satisfaction and

involvement of Kinepolis staff are vital components of

customer care “with a smile”.

KINEPOLIS INTRANET

The successful launch of the Kinepolis Intranet in May

2004, thanks to the joint efforts of various departments,

has given an additional impulse to the quality of

internal communication. Intranet provides a tailored

and cost-friendly solution for disseminating information

within the international Kinepolis organization.

In the course of the year the volume of available

information and data called up via this platform

increased considerably. By the end of 2004 the number

of users was at its maximum level.

ERP - HR

Phase one of the HR module of the Enterprise Resource

Planning (ERP) package was implemented in Belgium

in the second half of the year. The system will produce

a further harmonization and automation and will

greatly simplify administration processes within the HR

department.

OUTLOOK

In 2005 Kinepolis Intranet will be developed further

technically, professionally and internationally.

Implementation of the ERP package will also be

extended.

Use of an HR scorecard will permit the organization’s

HR architecture to be managed as a strategic resource.

In 2005 a satisfaction study will be undertaken in order

to structure, assess and improve the HR and general

policy of Kinepolis Group.

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TURNOVER AND

OPERATING INCOME*

TURNOVER AND TOTAL OPERATING INCOME

Total operating income of �203.4 million is up 2.7%, or

3.9% on a like-for-like** basis. 63% of operating income

came from ticket sales, 20% from the sale of food,

beverages and other consumer items, and 13% from

media sales (events, screen advertising, etc.).

• Turnover from cinema activities rose like-for-like by

3.8%. Tickets, Food & Beverage and events & media all

developed positively

• Film distribution turnover (Kinepolis Film

Distribution) was down 35% on 2003.

Unlike 2003, which proved an exceptional

year with films like Gangs of New York,

Team Spirit 2 and De Zaak Alzheimer

(The Alzheimer Case), 2004 brought few

outstanding releases. Front runners were

Scary Movie 3 and Kill Bill 2.

EBITDA

EBITDA rose by 0.3% to € 42.9m (2003: € 42.7m), or 1.4%

on a like-for-like** basis.

EBITDA was positively influenced by the good audience

figures in Poland and France and by well-targeted cost

saving plans in the different countries.

Moderate visitor figures in Belgium, Spain and

Switzerland, and the costs of implementing ERP, IFRS and

Balanced Scorecard software systems had a downward

effect on EBITDA. The relative EBITDA margin (EBITDA/

operating income) was 21.1% (2003: 21.6%), or 21.4% on a

like-for-like basis**.

OPERATING PROFIT (EBIT)

Operating profit rose by 11.9% to € 16.2m (2003:

€ 14.4m), or 13.5% on a like-for-like basis**.

• Depreciation charges (including goodwill amortization)

were down € 0.9m to € 26.7m, including € 0.4m relating

to the divestment from Cinecity Treviso (Italy) and the

Max Linder complex (France).

• It should be remembered that the 2003 figures included

a 0.9m write-back of a contractor’s claim in Poland.

FINANCIAL RESULT

At € 6.7m, the financial result for 2004 is considerably

better than in 2003 (€ -10.8m).

• With reducing debt levels and lower

interest rates, debt servicing charges fell

by 31% to € 7.0 m (2003: € 10.1m).

• Realised foreign currency translation

losses and hedging costs together

amounted to € 0.8m (2003: € 1.6m).

• A capital gain of € 0.5% was realised on

the sale of own shares.

Own shares in portfolio represented a latent

capital gain of € 1.5m at the end of 2004.

PROFIT ON ORDINARY ACTIVITIES

Profit on ordinary activities rose by € 5.8m to € 9.4m

(2003: € 3.6m).

EXTRAORDINARY RESULT

The extraordinary result of €�1.6 m relates primarily to

real estate developments at various cinema sites:

• capital gains on the sale in 2004 of various plots at

Granada (Spain)

• a capital gain on the sale of a plot in Nîmes (France) in

July 2004

(*) Summary of the key figures : see Company Profile p.5(**) Definition of a like-for-like base : see Company Profile p.5

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• a capital loss on the sale of a plot in Stockholm

(Sweden) in October 2004.

TAXES AND DEFERRED TAX LIABILITIES

Better earnings had the effect of raising taxes and deferred

taxes together by € 0.7m to € 4.4m (2003: € 3.7m). Among

other things, the tax shelter programme contributed to

reducing average tax pressure to 40% (2003: 64%).

In 2003 a change in the valuation rules permitted the

reversal of � 0.4m of deferred tax liability.

CONSOLIDATED NET PROFIT

The consolidated net profit amounts to � 6.6m more than

three times the 2003 figure of € 2.1m.

Consolidated net profit of the Group rose by € 3.8m to �

6.5m (2003: € 2.7m), beating the forecast doubling of net

profit.

Net current profit of the Group rose by € 4.7m to € 8.3m

(2003: € 3.6m).

DEBT POSITION

The net financial debt position (financial debts less the

GIMV subordinated loans (balance 2003: € 7.4m; balance

2004: € 10.4 m), cash at bank and in hand and short-term

investments) fell from € 151.0m at 31.12.03 to € 147.1m

at 31.12.04. The expansion investments at Granada and

Nancy in 2004 should be borne in mind in evaluating this

figure.

With this debt position Kinepolis Group has achieved its

goal of a net debt/EBITDA ratio of under 3.5.

SYNDICATED LOAN

In November a € 175m syndicated loan was successfully

concluded. The facility was placed internationally with

banks with which the group has close connections.

Fortis Bank SA/NV and KBC Bank NV were together the

Mandated Lead Arrangers.

The group itself took the initiative of negotiating

this credit facility, repayable over 7 years, in order to

centralise various local borrowings.

The proceeds of the facility are being used to refinance

existing debt and for general corporate purposes.

IFRS

Under European regulations, Euronext requires

companies in the “Next Prime” and “Next Economy”

segments to produce their consolidated accounts in

conformity with IAS/IFRS as from 1 January 2005.

The opening balance at 1 January 2004 was published in

September 2004 along with the half-yearly results.

The financial statements for 31 December 2004 according

to IFRS rules are currently in preparation.

IMPORTANT EVENTS IN 2004

• In the course of 2004 a number of plots of land on the

Kinepolis Granada site were sold as part of the group’s

real estate activities.

• In February Kinepolis Group purchased the land for

the Kinepolis Nancy (France) project and building

work commenced. In the same month the Max Linder

complex in Paris was sold. At organizational level an

internal divisional structure was introduced, with the

company divided operationally into Kinepolis Cinema

and Kinepolis Real Estate.

• In March GIMV sold its 10% interest in Kinepolis Group

to various institutional investors.

(*) Summary of the key figures : see Company Profile p.5(**) Definition of a like-for-like base : see Company Profile p.5

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• In June the Palace cinema in downtown Liège (Belgium)

was reopened after thoroughgoing renovation.

The brand-new 15-screen Kinepolis Granada complex

opened its doors at the end of same month.

• In July the Real Estate division completed the sale of

a site in Nîmes. In October the site in Stockholm was

disposed of. Both sales fit in with Kinepolis Group’s real

estate strategy.

• Finally, in November the first digital projector was

installed in France at Kinepolis Lomme. During the

same period Kinepolis Group successfully negotiated a

€ 175m syndicated loan.

KEY EVENTS AFTER THE BALANCE SHEET DATE

On 13 January 2005 the Permanent Deputation approved

the building permit application for a new cinema complex

in Bruges. Appeals against this decision must be lodged

by early May 2005.

Also on 13 January 2005 the capital increase decided

in 2004 by the General Meeting of CinemaxX was

formally carried out. This reduces Kinepolis Group nv’s

shareholding in the company to 12.61%.

OUTLOOK

Given the further growth of Kinepolis Granada and with

Kinepolis Nancy scheduled to open during the year,

Kinepolis Group expects global audiences in excess of

the 2004 figure of 24.5m.

The group is also continuing its phased expansion

programme and is developing its building projects in

Bruges and Ostend.

Kinepolis is looking to further improve profitability in

2005.

APPROPRIATION OF THE PROFIT

In its proposal to the General Meeting concerning the

appropriation of the profit and the payment of a dividend,

the Board of Directors has taken various factors into

account, including the company’s financial situation, the

operating results, current and expected future resources,

and expansion plans.

It is proposed that a gross dividend of € 0.29 per share be

paid in respect of 2004.

Profit of the year available for appropriation € 1,249,924.55

Profit brought forward from previous year € 49,084,414.09

Withdrawal from equity: -

to reserves € 224,833.52

Addition to equity: -

to legal reserves: € 62,496.22

Dividends € 1,981,013.20

Profit to be carried forward € 48,515,662.74

If the General Meeting approves this proposal, a gross

amount of € 0.29 will be payable from 1 July 2005 against

presentation of coupon no 5.

USE OF FINANCIAL INSTRUMENTS

As an international enterprise Kinepolis Group is exposed

to financial risks of various kinds.

The main ones of these are exchange rate risk

and interest rate risk. Kinepolis Group’s global risk

management seeks to limit the negative impact on the

financial results of Kinepolis Group by using financial

instruments to hedge these risks.

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EXCHANGE RATE RISK

Kinepolis is an international company, with certain

facilities not reporting in euros. These earnings of these

facilities are exposed to fluctuations of local currencies

against the euro when consolidated into the accounts of

the Kinepolis Group. Kinepolis does not hedge this risk.

Loans to Kinepolis Group companies in currencies

other than their local currency are hedged using foreign

exchange futures contracts or swaps.

An additional exchange risk can arise when the parent

company finances Kinepolis Group companies in local

currency. Each loan within the Kinepolis Group in a

different currency is hedged using foreign

exchange futures contracts or swaps.

INTEREST RATE RISK

Kinepolis Group manages its debt using a

combination of short, medium and long-

term debt. The combination of fixed and

floating rate debt is established at group

level. At the end of December 2004 the

group had net financial debt outstanding

of € 147m. Kinepolis Group has concluded interest rate

swaps and options to manage the risk of interest rate

fluctuations by converting a part of the floating-rate

debt into fixed-rate debt. At 31 December 2004 a total of

€ 122m of debt was covered in this way, with maturity

dates of between 1 and 7 years.

CREDIT RISK

The activities of Kinepolis Group are cash generating, this

risk is therefore negligible.

PRICE RISK

This risk as well is negligible.

RESEARCH AND DEVELOPMENT

In 2004 further investments in the ERP-system and in R&D

for the new ticketing platform were realised.

OTHER MANDATES GIVEN TO THE STATUTORY AUDITOR

During 2004 a total of € 112,637 was paid to the Statutory

Auditor, KPMG Bedrijfsrevisoren and its affiliates, in fees

for additional work, € 140,148 for fiscal advise and

€ 26,250m fees for other work.

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TROY - WARNER

Information for the shareholders

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01000020000300004000050000600007000080000

2005200415

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SHARE PRICE EVOLUTION + VOLUME

KINEPOLIS SHARE PRICE IN 2004

Share price (Euronext Bruxelles)

High (in EUR) 25.7

Low (in EUR) 15.5

Closing price at 31/12/2004 (in EUR) 24.4

Average number of shares traded per day 4,131

Total number of shares traded during the year at 31/12/2004 1,120,424

Capitalisation at 31/12/2004 (in EUR) 194,061,784

KEY FIGURES PER SHARE (CONSOLIDATED)

Net result of the Group per share (in EUR) 1.22

Dividend (in EUR) 0.29

Number of shares 31/12/2004 (in EUR) 6,930,778

FINANCIAL CALENDAR

Friday 20 May 2005:

Kinepolis Group NV Annual General Meeting

Friday 15 July 2005:

Publication of 1st half 2005 audience figures

Friday 16 September 2005:

Publication of 2005 half-year results

Friday 14 October 2005:

Publication of 3Q 2005 audience figures

Monday 9 January 2006:

Publication of 2005 visitor figures

Friday 10 March 2006:

Publication of 2005 annual results

Friday 14 April 2006:

Publication of 1Q 2006 visitor figures

Friday 19 May 2006:

Kinepolis Group NV Annual General Meeting

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CAPITAL STRUCTURE

The capital of the company amounted at 31.12.2004 to �

€ 47,442,919.65, represented by 6,930,778 shares without

nominal value, all enjoying the same rights.

The authorization of the Board of Directors, to increase

the company capital in one or more instalments by a

maximum amount of € 47,442,919.65, was renewed by the

Extraordinary General Meeting of 21 May 2004 for a 5 year

period until 12 July 2009.

The authorization to increase the company capital following

the publication of a public take-over bid, was also renewed

by the Extraordinary General Meeting of 21 May 2004 for a

3 year period until 12 July 2007.

The Extraordinary General Meeting of 21 May 2004

renewed the authorization of the Board of Directors to

acquire the number of the company’s own shares or

warrants permitted under article 620 of the

Companies’ Code.

PAYMENT OF THE

DIVIDENDIn its proposals to the General Meeting concerning

the appropriation of the result and the payment of a

dividend,

the Board of Directors took into account various factors,

including the company’s financial situation,

the operating results, current and expected future

resources, and expansion plans.

The Board of Directors proposes the General Meeting

the payment of € 1,981,013.20, this is a gross amount of

€ 0.29.

The Board of Directors proposed that a dividend of

€ 0.29 per share will be payable on 1 July 2005, under

the condition of approval by the General Meeting.

Shareholders Number of Shares at 31/12/04 %

Kinohold bis NV and Claeys Invest NV 4,429,038 64%Best Inver Gestion sgiic 534,631 8%Schröder Investment Management ltd 494,807 7%Kinepolis Group – own shares* 99,698 1% Public 1,372,604 20%Total 6,930,778 100 %

* Under the terms of the “Market Maintenance Agreement” with stock market company “Delta Lloyd nv” and subject to the conditions of the resolution of the Extraordinary General Meeting of 21 May 2004, a total of 8 318 shares were purchased for a total amount of 199 527.23 EUR, and 42 909 shares were sold. At 31/12/04 Kinepolis Group nv, had 99 698 own shares, this represents 1.44% of the total number of shares, with a capital value of 682 458 EUR.

SHAREHOLDERS STRUCTURE AT 31/12/04

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ANNUAL ACCOUNTS OF KINEPOLIS GROUP

Consolidated annual accounts 50

Cash fl ow statement 54

Notes to and discussion of the consolidated annual accounts 55

Auditor’s report on the consolidated fi nancial statements 80

Discussion of the ordinary accounts 82

Ordinary balance sheet of Kinepolis Group NV 84

Ordinary income statement Kinepolis Group NV 86

Ordinary appropriation of the result 87

Social balance sheet 96

Valuation rules 98

Transition to IAS / IFRS 103

Organogram 104

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CONSOLIDATED ANNUAL ACCOUNTS

ASSETS (IN € ‘000) 2004 2003FIXED ASSETS 250,036.12 263,348.33Formation expenses 260.40 552.27Intangible fixed assets 2,561.86 2,150.69Consolidation differences 16,337.01 19,680.01Tangible fixed assets 230,492.96 240,390.67

A. Land and buildings 183,431.85 184,640.21B. Plant, machinery and equipment 21,841.92 27,611.61C. Furniture and vehicles 2,253.61 2,896.77D. Leasing and similar rights 17,246.27 15,225.29E. Other tangible fixed assets 748.41 677.40F. Assets under construction and advance payments 4,970.91 9,339.40

Financial fixed assets 383.89 574.68A. Enterprises accounted for using the equity method

1. Participating interests 2. Amounts receivable

B. Other enterprises 383.89 574.681. Participating interests and shares 78.55 90.152. Amounts receivable and cash guarantees 305.34 484.53

CURRENT ASSETS 66,750.17 65,861.68Amounts receivable after one year 18,698.26 21,040.62

A. Trade debtorsB. Other amounts receivable 18,698.26 21,040.62

Stocks and contracts in progress 1,941.02 2,078.00A. Stocks 1,741.81 1,794.49

1. Raw materials and consumables 89.25 59.392. Work in progress3. Finished goods4. Goods purchased for resale 1,652.57 1,735.105. Real estate destined for resale6. Advance payments

B. Contracts in progress 199.21 283.51Amounts receivable within one year 19,201.09 27,157.56

A. Trade debtors 10,127.21 13,624.10B. Other amounts receivable 9,073.88 13,533.47

Investments 943.28 1,968.03A. Own shares 943.28 1,168.03B. Other investments 800.00

Cash at bank and in hand 23,962.79 12,282.38Deferred charges and accrued income 2,003.73 1,335.08TOTAL ASSETS 316,786.28 329,210.00

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LIABILITIES (IN € ‘000) 2004 2003EQUITY 66,028.51 61,395.31Capital 47,442.92 47,442.92Share premium accountRevaluation surplusesConsolidated reserves 6,872.41 2,322.39Consolidation differences 2,906.80 2,906.80Translation differences (461.38) (1,815.64)Investment grants 9,267.76 10,538.84MINORITY INTERESTS 562.71 528.38PROVISIONS, DEFERRED TAXES AND LATENT TAX LIABILITIES

8,700.52 10,092.23

A. Provisions for liabilities and charges 3,097.12 3,939.401. Pensions and similar obligations 114.00 126.002. Taxes 64.483. Major repairs and maintenance 63.564. Other liabilities and charges 2,918.64 3,749.85

B. Deferred taxes and latent tax liabilities 5,603.40 6,152.83

CREDITORS 241,494.55 257,194.08

Amounts payable after one year 151,715.85 139,247.43A. Financial debts 151,555.23 139,218.91

1. Subordinated loans 5,936.81 7,436.812. Unsubordinated loans3. Leasing and similar obligations 17,944.84 16,526.834. Credit institutions 127,673.58 115,014.195. Other loans 241.08

D. Other amounts payable 160.62 28.52Amounts payable within one year 72,560.26 99,958.85

Current portion of amounts payable after one year 13,830.41 25,444.49B. Financial debts 17,029.38 8,047.26

1. Credit institutions 17,029.38 8,047.262. Other loans

C. Trade debts 31,106.47 36,842.361. Suppliers 31,106.47 36,842.36

D. Advances received on contracts in progressE. Taxes, remuneration and social security 7,330.04 17,605.20

1. Taxes 3,638.84 11,770.872. Remuneration and social security 3,691.21 5,834.32

F. Other amounts payable 3,263.95 12,019.55Accrued charges and deferred income 17,218.44 17,987.80TOTAL LIABILITIES 316,786.28 329,210.00

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CONSOLIDATED ANNUAL ACCOUNTS

INCOME STATEMENT (IN € ‘000) 2004 2003

Operating income 203,386.40 198,072.00

A. Turnover 194,822.68 191,455.44

B. Increase/decrease in stocks of finished goods, works and contracts in progress (84.30) 208.56

C. Fixed assets – own construction 2,259.18 666.57

D. Other operating income 6,388.83 5,751.44

Operating charges 187,232.22 (183,631.64)

A. Raw materials, consumables and goods for resale 74,722.38 70,003.22

1. Purchases 74,641.62 70,248.41

2. Increase/decrease in stocks 80.75 (245.19)

B. Services and other goods 45,500.66 43,749.87

C. Remuneration, social security costs and pensions 33,024.93 32,108.74

D. Depreciation and amounts written off formation expenses and tangible and intangible fixed assets 23,354.47 24,754.01

E. Amounts written off stocks, orders in progress and trade debtors 96.73 838.10

F. Increase/decrease in provisions for liabilities and charges (85.28) (141.89)

G. Other operating charges 7,275.34 9,481.46

H. Operating charges capitalized as restructuring costs

I. Amortization of positive consolidation differences 3,343.00 2,838.13

Operating profit/loss 16,154.17 14,440.37

Financial income 2,507.40 2,634.62

A. Income from financial fixed assets 1.04 430.79

B. Income from current assets 30.15 74.17

C. Other financial income 2,476.21 2,129.67

Financial charges (9,240.95) (13,451.26)

A. Interest and other debt charges 7,008.04 10,094.21

B. Amounts written off positive consolidation differences

C. Increase/decrease in amounts written off current assets 175.00 (195.33)

D. Other financial charges 2,057.92 3,552.37

Profit/loss on ordinary activities before taxes 9,420.62 3,623.73

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INCOME STATEMENT (IN € ‘000) 2004 2003

Extraordinary income 3,360.14 2,488.54

A. Reversal of depreciation and amounts written off tangible and intangible fixed assets

B. Reversal of amounts written off consolidation differences

C. Reversal of amounts written off financial fixed assets 250.00

D. Reversal of provisions for extraordinary liabilities and charges 362.84

E. Gains on disposal of fixed assets 2,684.94 2,195.73

F. Other extraordinary income 312.36 42.81

Extraordinary charges (1,748.31) (283.14)

A. Extraordinary depreciation of and amounts written off formation expenses and tangible and intangible fixed assets

B. Extraordinary amounts written off positive consolidation differences

C. Amounts written off financial fixed assets

D. Provisions for extraordinary liabilities and charges 117.57 104.99

E. Losses on disposal of fixed assets 1,031.00 149.90

F. Other extraordinary charges 599.74 28.25

G. Extraordinary charges capitalized as restructuring costs

H. Negative consolidation differences

Net profit for the year before taxes 11,032.45 5,829.13

Transfer from deferred taxes and latent tax liabilities 680.37 1,099.27

Transfer to deferred taxes and latent tax liabilities (130.08) (362.22)

Income taxes (4,992.06) (4,472.83)

A. Income taxes (5,004.07) (4,494.90)

B. Adjustment of income taxes and write-back of tax provisions 12.01 22.07

Consolidated result 6,590.69 2,093.34

Share in the result of the enterprises accounted for using the equity method

Consolidated result 6,590.69 2,093.34

A. Share of minority interests 59.65 (625.59)

B. Share of the group 6,531.04 2,718.95

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CONSOLIDATED INCOME STATEMENT

CASH FLOW (IN € ‘000) 2004 2003OPERATING ACTIVITIES

Operating profit 16,154.17 14,440.37Depreciation and amounts written off 23,354.47 24,754.01Amounts written off stocks and trade debtors 96.73 838.10Provisions for liabilities and charges (85.28) (141.89)Amounts written off positive consolidation differences 3,343.00 2,838.13Gains on the disposal of fixed assets 2,684.94 2,195.73Other extraordinary income 312.36 42.81Losses on the disposal of fixed assets (1,030.99) (149.90)Other extraordinary charges (599.74) (28.25)

Gross self-financing margin 44,229.65 44,789.10Taxes (4,992.06) (4,472.83)

Cash-flow 39,237.60 40,316.27WORKING CAPITALNet working capital flow (20,155.78) 28,567.73INVESTMENTS

Investments (9,634.40) (15,885.19)Changes in debts as a result of investment

Net cash flow from investments (9,634.40) (15,885.19)FINANCIAL INVESTMENTS

Financial investments 190.55 (151.10)Income from financial fixed assets 1.04 430.79Income from current assets 30.15 74.17

Net cash flow from financial investments 221.74 353.85FINANCING ACTIVITIES

Financing through long-term financial debt 10,262.44 (17,572.71)Financing through short-term financial debt (2,686.20) (23,370.71)Interest and other debt charges (7,008.04) (10,094.21)Other financial income 2,476.21 2,129.67Other financial charges (2,057.92) (3,552.37)

Net cash flow from financing activities 986.50 (52,460.34)NET MOVEMENT IN CASH AT BANK AND IN HAND 10,655.66 892.32CASH AT BANK AND IN HAND (Cash at bank and in hand + short-term investments)

Beginning of the period: 14,250.41 13,162.76End of the period: 24,906.07 14,250.41Movements 10,655.66 1,087.65Amounts written off current assets -195.33

Movement in Liquid Assets 10,655.66 892.32

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1. CONSOLIDATION CRITERIA

All Group and associated companies are included in

the Kinepolis Group consolidation according to the

following consolidation methods:

Full consolidation: this method is applied to those

companies where Kinepolis Group holds more than

half the shares or over which it exercises de facto

control.

Proportional consolidation: this method is applied to

those companies which are controlled by Kinepolis

Group together with other shareholders.

Equity method: this method is applied to those

companies where Kinepolis Group has a significant

influence in guiding policy.

2. CHANGES TO THE SCOPE

OF CONSOLIDATION

Newly included participating interests:

None

Participating interests sold during the year:

None

Changes in the participation percentage:

By decision dd. 28 October 2004 of the General

Shareholders’ Meeting of CinemaxX, CinemaxX

shareholders agreed to increase the capital of the

company by incorporating outstanding loans from

Tele München Gruppe. The formal implementation of

this capital increase in January 2005 had the effect of

reducing Kinepolis Group’s participating interest from

25.01% to 12.61%.

Liquidations:

None

Merger/contribution:

None

3. NAME CHANGES

None

NOTES TO AND DISCUSSION OF THE

CONSOLIDATED ANNUAL ACCOUNTS

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4. SCOPE OF CONSOLIDATION

List of fully consolidated subsidiaries

COMPANY NAME CITY C. VAT %Bruvision NV Brussels B BE 418.314.676 100CCE Liège NV (2) Hasselt B BE 459.469.796 100CCI&H NV Herk-de-stad B BE 455.740.543 100Decatron NV Brussels B BE 424.519.114 100Eden Panorama SA (Max Linder) (4) Paris F FR 02340483221 100European Mega Cinema SA (EMC) Luxembourg L LU 19942205972 100France Mega Cinema SA (FMC) Lomme F FR 20399716083 100France Mega Cinema Immo SA (FMCI) Metz F FR 51398364331 100Imagibraine SA Braine-L’alleud B BE 462.688.911 100Immo den Ouden bampt NV Herk-de-stad B BE 455.729.358 100Immo Roc NV Herk-de-stad B BE 459.466.234 100Kine Invest SA Pozuelo de Alarcon S ESA 824.896.59 100Kinepoleast BV Middelburg N NL 807225605B01 100Kinepolis España SA Pozuelo de Alarcon S ESA 814.870.27 100Kinepolis Film Distribution (KFD) NV Brussels B BE 445.372.530 100Kinepolis Film Production (KFP) NV Brussels B BE 459.997.061 100Kinepolis Granada SA Pozuelo de Alarcon S ESA 828.149.55 100Kinepolis Holding BV Middelburg N NL 807760420B01 100Kinepolis Jerez SA Pozuelo de Alarcon S ESA 828.149.22 100Kinepolis Le Château du cinéma SA* Lomme F FR 60387674484 100Kinepolis Madrid SA Pozuelo de Alarcon S ESA 828.149.06 100Kinepolis Mega NV (1) Brussels B BE 430.277.746 100Kinepolis Mulhouse SA Mulhouse F FR 18404141384 100Kinepolis Multi NV (3) Courtrai B BE 434.861.589 100Kinepolis Nacka AB (4) Göteborg SU 556.589.2295 100Kinepolis Paterna SA Pozuelo de Alarcon S ESA 828.149.14 100Kinepolis Poznan SPZOO Poznan P NIP 5252129575 100Kinepolis St-Julien-lès-Metz SA Metz F FR 43398364331 100Kinepolis Schweiz AG Schaffhausen SW CH 2903013216-5 100Kinepolis SPZOO Poznan P NIP 5252184717 100Kinepolis Thionville SA Thionville F FR 09419251459 100Kinépolis Immo Thionville SA Thionville F FR 10419162672 100Kinépolis Nancy SAS Lomme F FR 00428192819 100Kinepolis Prospection SAS Lomme F FR 45428192058 100Majestiek International SA Luxembourg L 100Forum Kinepolis SA Nîmes F FR 86421038548 79,92Megatix SA Brussels B BE 462.123.341 100

(1) Kinepolis Mega nv comprises the activities of Kinepolis Brussels

and Metropolis Antwerp(2) CCE Liège sa: Opéra Liège, Palace Liège and Group Claeys R.

(3) Kinepolis Multi comprises the activities in Leuven, Hoog-Kortrijk, Ghent and Hasselt

(4) Activity sold, shell companies

* SAS at 07/03/2005

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List of proportionally consolidated companies

None

List of companies accounted for using the equity method

None

List of non-consolidated subsidiaries or associated companies

Company name City Country R %

Kinepolis Czeska Prague CZ 1 100

Cinemaxx AG Hamburg D 2 12.6

R: Reasons for non-consolidation:

1: minimal impact on consolidation, inclusion would involve disproportionate costs.

2: shares held solely with a view to subsequent sale.

List of companies that are neither subsidiaries or associated companies

Company name City Country TVA R %

Eurocasino nv Brussels B BE

467.730.2381 19

Kortrijk expo cvba Kortrijk B BE

405.979.0481

5. ACCOUNTING PRINCIPLES AND VALUATION RULES

A) GENERAL

The accounting principles and valuation rules used in preparing the consolidated accounts comply with Belgian

accountancy legislation and the provisions of the Royal Decree of 30 January 2001.

The consolidated annual accounts are prepared as at 31 December, which is the balance sheet date of the parent

company Kinepolis Group NV and all consolidated companies.

The consolidated financial statements are prepared after the appropriation of profits by Kinepolis Group NV.

The financial statements of the other consolidated companies are included before appropriation of profits.

The valuation rules used for the consolidation are those of the parent company Kinepolis Group NV,

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supplemented by certain rules specific to the consolidation. Where there are significant differences, recalculations

are always carried out for companies included by the full and proportional consolidation methods. Until now this has

only given rise to adjustments in connection with the depreciation of tangible fixed assets. The other valuation rules

are virtually the same for the entire Kinepolis Group and the remaining departures have no material influence on the

consolidated position.

After merging the balance sheets and income statements, as recalculated using the group valuation rules.

intercompany balances and transactions and the associated results are eliminated. As in 2003, the turnover of

Decatron nv was offset against the fixed assets produced and the direct costs within Decatron. This concerns invoices

issued for specific Kinepolis projects undertaken by Decatron.

B. VALUATION RULES

Formation expenses and intangible fixed assets

Formation expenses and the costs of capital increases are valued at acquisition value and amortized at 20% per year.

Intangible fixed assets are carried in the balance sheet at cost. Annual amortization is applied by the straight-line

method pro rata temporis from the month of acquisition at 20% a year.

Consolidation differences (goodwill)

The consolidation differences, or goodwill, represent the divergence between the acquisition cost and the

corresponding portion of equity.

In so far as these differences originate in the over- or undervaluation of specific asset or liability items, these

differences are posted to these items. The remaining difference is included in the consolidated accounts under

“consolidation differences”, as an asset or liability, depending on whether the acquisition value is greater or less than

the share in equity (recalculated if necessary).

When drawing up Kinepolis Group NV’s first consolidated financial statements as at 31 December 1996, the

opportunity was taken to calculate the initial goodwill at the starting date of the financial year to which the first

consolidated financial statements relate, in this case 1 January 1996 (art. 50 of the Royal Decree of 6 March 1990)

Goodwill is in principle amortized on a straight-line basis over a period of 10 years, but the period actually adopted

depends on the Board of Directors’ assessment of the anticipated economic useful life of the item(s) in question.

Additional or extraordinary amortization is applied to this goodwill when, as a result of changes in economic

circumstances, carrying it at this value in the consolidated balance sheet is no longer justified. Negative consolidation

differences are carried unchanged until if and when the participating interest concerned is sold.

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Tangible fixed assets

Tangible fixed assets are valued at acquisition value including acquisition costs or at contributed value less cumulative

depreciation plus the respective capitalized interest, where this relates to the period before they became operational.

Straight-line depreciation is applied for consolidation purposes on the basis of the anticipated economic useful life of

the assets concerned, without taking account of any residual value of these assets.

Car parks 33%

Buildings 5%

Furnishings 6.67 to 20%

Computers 33%

Plant and machinery 10 to 20%

Furniture and vehicles 10 to 33%

Investments in completely new complexes are depreciated pro rata temporis from the month in which they become

ready for use. Other investments are depreciated pro rata temporis from the month of acquisition.

Expenditure on extensions, major renovation work and improvements is capitalized. Expenditure on repairs,

maintenance and replacements that do not materially extend the economic life of the assets is recorded as costs.

Financial fixed assets

The book value of participating interests in companies to which the equity method is applied is adjusted to the

proportional share of the equity of these companies, determined according to the consolidation rules.

The participating interests mentioned under “other enterprises” are valued at acquisition value, less any write-downs

applied in the event of a permanent reduction in value.

Stocks

Stocks are valued at the lower of acquisition or market value (realizable value). The acquisition value is determined

using the FIFO method.

Contracts in progress are valued at production cost by the completed contract method.

Receivables and debts

Receivables and debts are valued on a nominal value basis. Reductions in value are recorded on receivables that are

wholy or partly are uncertain or doubtful.

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Short-term investments and cash at bank and in hand

Fixed-interest securities, shares and units are valued at purchase cost, including additional charges, or at market value,

if it is lower.

Deferred charges and accrued income

These items are recorded and valued at purchase cost and included in the balance sheet for the component which is

carried forward to the next year.

Consolidated reserves

Group reserves include the reserves and transfered results of the consolidating company, plus the Group’s share in the

results of the other fully and proportionally consolidated companies and companies to which the equity method has

been applied, after deducting any distributions.

Translation differences

For financial statements of subsidiaries that are expressed in a currency other than EUR, all items of the balance sheet

are converted at the closing rate for the year and those on the income statement at the average exchange rate for the

year. Equity items are retained at their historic value in EUR. The resulting difference with the closing exchange rate

is transferred to translation differences. The difference between the results calculated at the closing rate and at the

average rate is also transferred to this account.

Provisions for liabilities and charges

On the basis of a cautious estimate, the Board of Directors decides which provisions should be made to cover the cost

of major repairs and extensive maintenance and any other liabilities and charges that are probable or certain on the

balance sheet date, but whose extent is not yet precisely known.

Deferred taxes and latent tax liabilities

Deferred taxes are calculated on the temporary differences between the fiscal result and the result calculated

according to Group rules, at the applicable rates for the companies concerned.

No latent tax assets are included in Kinepolis Group’s consolidated accounts. Existing latent tax liabilities may,

however, be reduced by calculated latent tax assets, but only up to the amount of these latent tax liabilities.

Conversion of foreign currency

Receivables and debts in foreign currency are converted at the year end closing rate. The resulting translation

differences are charged to the income statement where the calculation per currency gives rise to a negative difference

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and are included under accrued charges and deferred income if the calculation for that currency gives rise to a positive

difference.

C. CHANGE IN THE VALUATION RULES

The valuation rules remained unchanged in 2004.

6. FORMATION EXPENSES

FORMATION EXPENSES (IN € ‘000)

Net book value at the end of the preceding period 552.27

Movements for the period

Amortization -250.38

Translation differences 8.91

Other changes -50.40

Net book value at the end of the period 260.40

Costs of incorporation, capital increases, loans issues and other formation expenses 260.40

VII. Statement of formation expenses

Formation expenses fell mainly as a result of the amortization recorded during the financial year

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7. INTANGIBLE FIXED ASSETS

INTANGIBLE FIXED ASSETS (IN € ‘000) CONCESSIONS. LICENSES. ETC.

Acquisition cost

At the end of the preceding period 7,265.79

Movements during the period

Acquisitions, including fixed assets - own construction 974.21

Sales and disposals -42.42

Transfers from one heading to another -97.54

Translation differences 24.45

Other movements

At the end of the period 8,124.50

Depreciation and amounts written off

At the end of the preceding period 5,115.10

Movements during the period

Recorded 569.61

Written off after sales and disposals -7.70

Transfers from one heading to another -125.01

Translation differences 10.63

Other movements

At the end of the period 5,562.63

Net book value at the end of the period 2,561.86

VIII. Statement of intangible fixed assets

Further investments were made in 2004 in renewing the ERP system and in Research and Development for the new

ticketings system.

Intangible fixed assets had a net book value at the end of 2004 of € 2.56m. consisting mainly of software licences and

the business value (amortizable) of the Nîmes complex.

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8. POSITIVE CONSOLIDATION DIFFERENCES

POSITIVE CONSOLIDATION DIFFERENCES (IN € ‘000)

Net book value at the end of the preceding period 19,680.01

New differences during the period

Cancellation

Amortization -3,343.00

Net book value at the end of the period 16,337.01

XII. Statement of consolidation differences

This heading contains the differences expressed at the time of the first consolidation as at 1 January 1996. and those

arising from the acquisition of participating interests in later periods.

The valuation rules require these consolidation differences to be amortized over 10 years. Amortization during 2004

amounted to € 3.3m, giving a net book value of € 16.3m.

9. TANGIBLE FIXED ASSETS

Tangible fixed assets declined in 2004 from € 240.4m to € 230.5m.

Investments in 2004 amounted to € 18.7m. The largest investments relate to the new complexes at Granada (Spain)

and Nancy (France), along with replacement investments.

Sold and decommissioned assets had a net book value of € 9.4m. The main sales were of land in Stockholm (Sweden),

Granada (Spain) and Nîmes (France).

Depreciation during 2004 amounted to € 22.5m (2003: € 23.2m, 2002: € 27.9m).

The change in the parities of the Polish zloty and Swiss franc (see “translation differences” below) had a € 3.9m

positive impact on the book value of the tangible fixed assets, compared with a negative impact of € 5.6m in 2003.

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TANGIBLE FIXED ASSETS (IN € ‘000)

LAND AND BUIL-

DINGS

PLANT. MACHI-NERY & EQUIP-MENT

FURNI-TURE AND

VEHICLES

LEASING AND

SIMILAR RIGHTS

OTHER TFA:

ASSETS UNDER

CON- STRUC-

TION

Acquisition value

At the end of the preceding period 291,897.33 91,867.26 13,539.51 23,096.80 2,184.60 9,339.40

Movements during the period

Acquisitions, including fixed assets - own construction

9,102.56 3,365.15 459.65 2,381.27 268.04 3,168.35

Transfers and withdrawals from service

-8,448.59 -449.95 -60.37 -1,293.78 -884.94

Transfers from one heading to another

18,442.66 -14,810.90 -5,842.27 -6,718.51

Translation differences 2,299.66 602.52 284.61 1,521.19 66.62

Other movements

At the end of the period 313,293.62 80,574.08 8,381.12 26,999.25 1,158.87 4,970.91

Depreciation and amounts written down

At the end of the preceding period 107,257.12 64,255.66 10,642.74 7,871.51 1,507.21

Movements during the period

Recorded 13,994.60 6,021.54 730.78 1,631.39 156.17

Transfers and withdrawals from service

-90.71 -398.61 -25.24 -1,252.92

Transfers from one heading to another

8,460.21 -11,373.86 -5,358.34

Translation differences 240.56 227.44 137.56 250.09

Other movements

At the end of the period 129,861.78 58,732.16 6,127.51 9,752.98 410.46

Net book value at the end of the period

183,431.85 21,841.92 2,253.61 17,246.27 748.41 4,970.91

Land and buildings 17,246.27

IX. Statement of tangible fixed assets

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10. FINANCIAL FIXED ASSETS

FINANCIAL FIXED ASSETS (IN € ‘000) OTHER ENTERPRISES

Participating interests

At the end of the preceding period 90.15

Movements during the period

Acquisitions

Sales and disposals -11.36

Transfers from one heading to another

Translation differences -0.25

Other movements

At the end of the period 78.55

Amounts receivable and guarantees

At the end of the preceding period 484.53

Movements during the period

Additions

Reimbursements -179.19

Translation differences

Other movements

At the end of the period 305.34

X. Statement of financial fixed assets

There were almost no changes in financial fixed assets during 2004.

11. AMOUNTS RECEIVABLE AFTER ONE YEAR

Amounts receivable after one year consist mainly of the discounted long-term portion of investment grants allotted to

the Lomme, Metz and Nîmes projects by the French government via the CNC (Centre National de la Cinématographie).

Investment grants are included, after deducting deferred taxes, under the equity heading “investment grants” and

are released into income pari passu with the depreciation of the various underlying investments. Disbursement of the

investment grant by the CNC is directly linked to the taxes paid on cinema tickets sold.

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AMOUNTS RECEIVABLE AFTER ONE YEAR (IN € ‘000) 31/12/2004

Lomme 13,240.39

Metz 5,690.67

Nîmes 283.35

Max Linder 37.84

Discounting of receivables -553.98

At the end of the period 18,698.26

12. STOCKS AND CONTRACTS IN PROGRESS

STOCKS AND CONTRACTS IN PROGRESS (IN € ‘000) 31/12/2004 31/12/2003

Raw materials and consumables 89.25 59.39

Goods for resale 1,652.57 1,735.10

Technical support (Decatron) 833.42 897.68

Cinema operations 819.15 837.42

Contracts in progress 199.21 283.51

At the end of the period 1,941.02 2,078.00

The stock of raw materials and consumables consists of the maintenance stores and smaller repair materials held by

various operating companies.

The stock of goods for resale can be broken down into those held by Decatron, consisting of goods for the repair and/

or maintenance of sound, projection and informatics equipment (for own and third party complexes) and the stock of

snacks and drinks at the various complexes.

The contracts in progress item represents the costs already incurred by Decatron in constructing new complexes,

more specifically at Nancy (France).

13. AMOUNTS RECEIVABLE WITHIN ONE YEAR

TRADE DEBTORS

The following table shows the evolution of trade debtors at balance sheet date by type of activity.

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TRADE DEBTORS (IN € ‘000) 31/12/2004 31/12/2003

Cinema operations 9,525.07 11,123.88

Other activities 602.13 2,500.21

At the end of the period 10,127.21 13,624.09

Trade debtors included under other activities consist mainly of outstanding receivables of KFD (distribution) and

Decatron (technical services). The fall in trade debtors is due almost entirely to the somewhat lower activity level at

year-end.

OTHER AMOUNTS RECEIVABLE

The following table compares other amounts receivable at balance sheet date by type of activity:

OTHER AMOUNTS RECEIVABLE (IN € ‘000) 31/12/2004 31/12/2003

Cinema operations 8,577.12 12,928.37

Other activities 496.76 605.09

At the end of the period 9,073.88 13,533.46

This heading consists primarily of:

• recoverable VAT balances

• recoverable taxes

• investment grants receivable within the year under the French CNC scheme.

14. SHORT-TERM INVESTMENTS AND CASH AT BANK AND IN HAND

OWN SHARES

The value of the own shares held by Kinepolis Group NV can be derived from the table below:

OWN SHARES 31/12/2004 31/12/2003

Book value at the end of the previous period in € 943,282 1,168,033

Number of shares 99,698 134,289

Average price per share in € 9.37 8.70

Euronext year-end closing price in € 24.44 15.45

Latent capital gain in €m 1.50 0.91

Own shares represented a latent capital gain of € 1.5m at the end of 2004.

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SHORT-TERM INVESTMENTS AND CASH AT BANK AND IN HAND

A cash pooling system ensures that temporary surpluses in one company are set off against cash deficits in another

company under a so-called ‘zero balancing system’.

The shares in CinemaxX AG (3 million shares) were already fully written off in 2001. Kinepolis Group is still

endeavouring to sell these shares, but the market conditions are far from favourable. The capital restructuring

undertaken at CinemaxX in mid-January 2005 has had the effect of reducing the Kinepolis group’s participating

interest to 12.6%.

15. DEFERRED CHARGES AND ACCRUED INCOME

This item consists primarily of expenditure already incurred for future financial periods.

16. EQUITY

The following table shows the composition and evolution of the consolidated equity of Kinepolis Group.

EQUITY (IN € ‘000) 31/12/2003 + - 31/12/2004

Capital 47,442.92 47,442.92

Consolidated reserves 2,322.38 6,531.04 1,981.01 6,872.41

Consolidation differences 2,906.80 2,906.80

Translation differences -1,815.64 1,354.26 -461.38

Investment grants 10,538.84 1,271.08 9,267.76

Equity 61,395.31 7,885.30 3,252.09 66,028.51

XI. ‘Statement of consolidated reserves’ is incorporated into the above table.

Equity rose by 7.5% in 2004 to € 66m.

The changes in the consolidated reserves reflect:

• the profit for the year - share of the group: € 6.53m (2003: € 2.72m).

• the proposal to pay a dividend of € 0.29 per share, which will reduce available reserves by € 1.98m.

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Negative consolidation differences remain unchanged.

NEGATIVE CONSOLIDATION DIFFERENCES (IN € ‘000) 31/12/2004

Net book value at the end of the preceding period – fully consolidated companies 2,906.79

Changes 0.00

Net book value at the end of the period – fully consolidated companies 2,906.79

Net book value at the end of the preceding period- equity-consolidated companies 0.00

Changes 0.00

Net book value at the end of the period – equity-consolidated companies 0.00

XII. Statement of consolidation differences

Translation differences have changed by € 1.35m with the parity changes of the Polish zloty and Swiss franc

(2003: € -1.72m). A major role was played here by the strengthening of the Polish zloty against the euro.

Investment grants comprise the part not yet release to income, after deduction of relevant deferred taxation, of

investment grants received from the Belgian government for the cinema complex in Hasselt and from the French

government (CNC) for the Lommes, Metz and Nîmes projects. These grants are taken into income pari passu with the

depreciation of the various elements of the underlying investments via the financial income heading.

17 MINORITY INTERESTS

Minority interests record the share held by third parties in the equity of the companies in question,. and relate entirely

to the Nîmes (France) complex in which Kinepolis group holds 79.92% of the shares.

The movement in 2004 relates to the minority interest in the result for the financial year, less the minority interest in

the portion of the investment grants released to income.

(IN € ‘000) 31/12/2004 31/12/2003

Nîmes 562.71 528.38

Minority interests 562.71 528.38

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18. PROVISIONS FOR LIABILITIES AND CHARGES, DEFERRED TAXES AND LATENT TAX LIABILITIES

PROVISIONS FOR LIABILITIES AND CHARGES

This heading consists of the provisions made by individual companies for pensions, major repair and maintenance

work and other liabilities and charges. The provisions for liabilities and charges amounted to € 3.10m (2003: € 3.94m)

at the end of the year.

DEFERRED TAXES AND LATENT TAX LIABILITIES

Deferred taxes relate to the future tax effect of the release of investment grants into income, as mentioned above.

Latent tax liabilities relate to theoretical taxation on the difference between depreciation charges as recorded in the

present consolidation and fiscally accepted depreciation rates. In 2003 the valuation rules were altered so that these

latent taxes are now reduced by the tax benefits deriving from any carryforwardable losses. Latent tax assets are not

shown.

(IN € ‘000) 31/12/2004

Deferred taxes 4,916.45

Latent tax liabilities 686.95

Deferred taxes and latent tax liabilities 5,603.40

19. AMOUNTS PAYABLE

Amounts payable at the end of 2004 and their development are shown below

(IN € ‘000) 31/12/2004 31/12/2003

Long-term financial debts 151,555.23 139,218.91

Other long-term amounts payable 160.62 28.52

Current portion of long-term financial debts 13,830.41 25,444.49

Short-term financial debts 17,029.38 8,047.26

Trade debts 31,106.47 36,842.36

Taxes 3,638.84 11,770.87

Remuneration and social security 3,691.21 5,834.32

Other amounts payable 3,263.95 12,019.55

Accrued charges and deferred income 17,218.44 17,987.80

Total 241,494.55 257,194.09

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The following table shows the development of the Net Financial Debt:

(IN € ‘000) 31/12/2004 31/12/2003

Long-term financial debts 151,555.23 139,218.91

Current portion of long-term financial debts 13,830.41 25,444.49

Short-term financial debts 17,029.38 8,047.26

LT portion of subordinated loan from GIMV (10,436.81) (7,436.81)

Short-term investments (943.28) (1,968.03)

Cash at bank and in hand (23,962.79) (12,282.38)

Net Financial Debt 147,072.14 151,023.43

The above table shows that the Kinepolis group once again sharply reduced its Net Financial Debt position (NFD) in

2004. In the process it has more than achieved its self-imposed goal of a NFD/EBITDA ratio of under 3.5 by the end of

2004.

In November 2004 Kinepolis Group signed a Syndicated Loan Agreement with an international banking consortium.

This € 175m credit has been used to refinance outstanding debts and finance new investments. This operation has

reduced annual financial debt repayments from around € 25m to around € 14m, meaning that the group will in future

be able to finance a greater portion of investments out of its own cash flow.

Financial debt payable after one year breaks down into:

FINANCIAL DEBTS (IN € ‘000)

PAYABLE WITHIN 1 YEAR

PAYABLE AFTER 1 YEAR AND WITHIN 5 YEARS

PAYABLE AFTER MORE THAN 5 YEARS

Subordinated loans 5,936.81

Unsubordinated loans

Leasing and similar debts 6,326.05 17,944.84

Credit institutions 7,504.36 82,224.83 45,448.75

Other loans 160.62

Total at end 2004 13,830.41 106,267.10 45,448.75

Total at end 2003 25,444.49 104,449.08 34,769.84

XIII. Statement of debts A; Breakdown by residual term

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Trade debts and remuneration and social security payables reduced from 2003 levels, owing largely to the payments

of trade debts relating to the building of complexes (Granada and Nancy).

Tax liabilities fell. This should, however, to be viewed in conjunction with the advance tax payments included under

other amounts receivable.

Other amounts payable fell from € 12.0m at the end of 2003 to € 3.3m at the end of 2004. The main components (and

changes since 2003) here are:

• the booking out of a € 3.8m advance received on the sale of land as part of the project development at Granada

(Spain).

• the payment of the € 5.5m debt to Déficom following the sale of the remaining shares in the Polish complex at

Poznan.

• the change in the royalties payable by Kinepolis Film Distribution.

• the change in the dividends payable.

Amounts payable guaranteed by real guarantees given or irrevocably promised on the assets of companies included

in the consolidation

(IN € ‘000) 31/12/2004

Financial debts 171,978.22

1 Subordinated loans 5,936.81

2 Unsubordinated bond loans

3 Leasing and similar obligations 20,699.21

4 Credit institutions 145,342.20

5 Other loans

Trade debts

Other amounts payable

Total 171,978.22

XIII. Statement of debts B; guarantees

Accrued charges and deferred income reduced by € 0.8m to € 17.2m. This heading comprises mainly

• income still to be recognized from unredeemed vouchers. Income from sales of these vouchers is recognized

only when the vouchers are presented at the box office.

• advances received for screen advertising

• accrued interest charges

• other accrued charges.

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20. OPERATING INCOME

TURNOVER

In 2004, Kinepolis recorded turnover of € 194.8m, up 1.8% on 2002. This turnover breaks down as follows:

TURNOVER (IN € ‘000) 31/12/2004 31/12/2003

Cinema operations 191,631.76 186,868.75

Mature complexes 189,764.28 168,238.70

Non-mature (new) complexes 1,867.49 18,630.05

Other activities 3,190.92 4,576.69

Total 194,822.68 191,445.44

New in 2004: Granada

New in 2003: Valencia, Poznan

Turnover from other activities comes primarily from KFD (film distribution) and Decatron (technical services). KFD’s

turnover fell significantly from the exceptionally high 2003 level due primarily to the success of “Alzheimer”. Decatron’s

turnover also was also lower than in 2003 (when it was still working on the third party Turnhout project).

The geographical breakdown of the turnover from cinema operations is as follows:

TURNOVER (IN € ‘000) 31/12/2004 % 31/12/2003 %

Belgium 99,454.39 51.90% 98,529.59 52.73%

France 45,470.99 23.73% 42,149.15 22.56%

Spain 36,128.78 18.85% 33,425.68 17.89%

Italy 3,255.44 1.74%

Other 10,577.60 5.52% 9,508.89 5.09%

Total 194,822.68 186,868.75

Total group turnover in Belgium is as follows:

TURNOVER (IN € ‘000) 31/12/2004 31/12/2003

Belgium 102,645.31 103,106.28

XIV: A.2. Total group turnover in Belgium

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INCREASE/DECREASE IN STOCKS OF FINISHED GOODS, WORKS AND CONTRACTS IN PROGRESS

This heading consists primarily of changes in contracts in progress at Decatron.

Fixed assets – own production

Reported here are the investment goods delivered by Decatron to group companies. In 2004 this item consisted

primarily of projection and sound equipment delivered by Decatron to the new complex in Granada.

Other operating income

Other operating income consists mainly of income from the renting of concessions, car parks and advertising space.

21. OPERATING CHARGES AND OPERATING PROFIT/LOSS

OPERATING CHARGES (IN € ‘000) 31/12/2004 31/12/2003

Raw materials, consumables and goods for resale 74,722.38 70,003.22

Services and other goods 45,500.66 43,749.87

Payroll, social security charges and pensions 33,024.93 32,108.74

Other operating charges 7,275.34 9,481.46

Sub-total A 160,523.31 155,343.29

Depreciation, amounts written off and provisions 23,365.91 25,450.22

Amortization of consolidation differences 3,343.00 2,838.13

Sub-total B 26,708.92 28,288.34

Total operating charges (A+B) 187,232.22 183,631.63

Operating income C 203,386.40 198,072.00

Operating profit/loss, EBIT (C – A – B) 16,154.17 14,440.37

EBIT as % of operating income (EBIT margin) 7.94% 7.29%

EBITDA (C – A) 42,863.09 42,728.71

EBITDA as % of operating income (EBITDA margin) 21.07% 21.57%

A 1.9% rise in operating charges combined with a 2.7% rise in operating charges together improved the EBIT margin to

7.94%.

Operating charges excluding depreciation, amounts written off and provisions rose by 3.3%. As a result EBITDA

remained almost the same as in 2003 (2004: 42 863; 2003: 42 728).

Raw materials, consumables, services and other goods and other operating charges

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OPERATING OF CINEMA COMPLEXES

The main direct income and charges at any cinema complex are:

Income Direct charges

Box office (ticket sales) City taxes, royalties, film rental costs

Food & Beverage sales Food & Beverage purchases

Media sales (screen advertising, events, partnerships, barter deals...)

Directly attributable media sales costs (catering, ….)

Concession rentals Commissions, etc.

Along with these specific costs, operating companies have to bear other costs, primarily:

• Rental costs: these are limited as most of the land and buildings are company-owned. Rent is paid to outside

parties in Brussels, Metropolis (Antwerp), Lomme and Valencia.

• Levies and taxes on all sorts of movable and immovable assets

• Maintenance and decoration

• Electricity, gas and water

OTHER ACTIVITIES

Other activities generate the following direct income and charges

Income Direct charges

Film distribution (KFD) P&A (print & advertising) costs, royalties

Film production (KFP) Direct firm production charges

Technical services (Decatron) Purchases of equipment, project costs

Apart from these direct charges, the indirect charges are largely the same as for cinema activities.

KFP did not undertake any productions in 2004.

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Depreciation, amounts written off and provisions

(IN € ‘000) 31/12/2004 31/12/2003

Depreciation and amounts written off formation expenses and tangible and intangible fixed assets

23,354.47 24,754.01

Amounts written off stocks, orders in progress and trade debtors 96.73 838.10

Provisions for liabilities and charges (85.28) (141.89)

Total 23,365.91 25,450.22

Depreciation, amounts written off and provisions excluding goodwill amortization fell by 8.2% compared to 2003.

This lower figure reflects mainly lower depreciation charges and lower provisions for doubtful receivables.

Amortization of Goodwill

In accordance with the group’s valuation rules, all Goddwill was amortized over 10 years. The increase since 2003 is

due primarily to additional amortization of the goodwill arising last year on the Poznan (Poland) and Nîmes (France)

complexes.

22. FINANCIAL RESULT

(IN € ‘000) 31/12/2004 31/12/2003

Financial income 2,507.40 2,634.62

A. Income from financial fixed assets 1.04 430.79

B. Income from current assets 30.15 74.17

C. Other financial income 2,476.21 2,129.67

Financial charges (9,240.95) (13,451.26)

A. Interest and other debt charges 7,008.04 10,094.21

B. Amortization of positive consolidation differences

C. Amounts written off current assets 175.00 (195.33)

D. Other financial charges 2,057.92 3,552.37

Financial result (6,733.55) (10,816.64)

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The main components of the financial result are debt charges (interest paid on outstanding borrowings), translation

differences and the net cost of hedging open positions in foreign currencies, investment grants received (net of latent

tax liabilities), the cost of discounting these investment grants to current value, revaluations of own shares and bank

charges

Interest and other debt charges again fell sharply in 2004. As well as reducing interest charges, the debt reduction

of recent years is enabling the group to borrow at better conditions In November a syndicated loan agreement was

concluded with an international banking consortium (see also 19 “amounts payable”). Lower market interest rates also

had a positive effect.

Results from the revaluation of open items in foreign currencies (mainly EUR positions in Poland and Switzerland

and the related hedging results fell from € -1.6m in 2003 to € -0.8m in 2004. Most of this fall was achieved in the

first quarter of 2003. Until then only around 70% of total open items in foreign currencies were hedged. Following a

sharp fall in the Polish zloty and the Swiss franc, which produced a significant exchange loss, it was decided in March

2003 to almost fully hedge the exchange risk. With the exchange risk almost 100% hedged, the hedging costs relate

primarily to the interest rate differential between the EUR and local currency (PLN or CHF) interest rates.

In 2003 it was decided to discount the outstanding amount of capital subsidies still to be received from the French CNC

to their net present value. T he effective payment of these subsidies is linked to ticket sales. This discounting produced

a charge of € 0.5m. In 2004 the discounting had a minimal impact on the income statement.

23. EXTRAORDINARY RESULTS

The extraordinary results consist principally of the results on the sale of plots of land in Stockholm (Sweden), Granada

(Spain) and Nîmes (France).

24. WITHDRAWALS FROM AND TRANSFERS TO DEFERRED TAXES AND LATENT TAXATION

This item consists mainly of changes in deferred taxes produced by the release of capital subsidies pari passu with the

depreciation of the related investments (see also notes 16 and 18).

This heading also contains changes in latent tax liabilities, calculated on differences between the accounting and fiscal

depreciation of tangible fixed assets held by various companies. In 2003 it was decided to reduce existing latent tax

liabilities by calculated latent tax assets deriving from fiscally carryforwardable losses, but only up to the amount of

these latent tax liabilities. This change had a positive impact of € 0.4m in 2003.

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25. TAXES

Taxes rose from € 4.5m in 2003 to € 5.0m. With the sharp rise in pre-tax profit, the relative tax burden fell from 77%

in 2003 to 45% in 2004. The main reason for this improvement is of course the change in geographic distribution of

results. Further optimization was also helped by the new tax sheltering programme in Belgium.

26. AVERAGE NUMBER OF PERSONS EMPLOYED AND PERSONNEL CHARGES

FULLY CONSOLIDATED COMPANIES 31/12/2004 31/12/2003

Average number of persons employed 1,478 1,312

Blue-collar workers 889 858

White-collar employees 564 426

Management staff 25 28

Other

Personnel charges (in € ‘000) 33,024.93 32,108.74

Average number of persons employed in Belgium 729 719

PROPORTIONALLY CONSOLIDATED COMPANIES 31/12/2004 31/12/2003

Average number of persons employed

Blue-collar workers

White-collar employees

Management staff

Other

Personnel charges

Average number of persons employed in Belgium

XIV: Average number of persons employed and personnel charges

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27. RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

OTHER RIGHTS AND COMMITMENTS

• Kinepolis has an obligation to purchase a plot of land at Ostend with a condition precedent.

• Tele München Gruppe has the right to acquire the shares of Kinepolis, Senator and Flebbe, excluding the market

sales following an SPO from 01.01.2005 onwards. Tele München Gruppe obtained the right to buy at the closing

price of the day of announcement, and this for 3 days.

• The minority shareholder in Forvm Kinepolis has a call-option on up to 25% of the shares until 4 July 2008 at a

price related to EBITDA.

• The minority shareholder in Forvm Kinepolis has a put option on its shares, as soon as its shareholding falls

under 20%, at a price related to EBITDA.

• Kinepolis has a number of outstanding IRS, FRA and option contracts in a total amount of € 62,871,000 (IRS)

€�39,502,000 (FRA) and € 20,000,000 (options), on which fixed interest is paid and floating rate interest received.

• Kinepolis has hedging contracts outstanding in respect of PLN to cover € -denominated debts contracted in

Poland. Under these contracts PLN are sold against EUR in a total amount of € 16,333,000.

• Kinepolis has hedging contracts outstanding in respect of CHF to cover €-denominated debts contracted in

Switzerland. Under these contracts CHF are sold against € in a total amount of € 9,122,480.

28. FINANCIAL RELATIONSHIPS WITH DIRECTORS OF THE CONSOLIDATING COMPANY

(PARENT COMPANY)

(IN € ‘000) 31/12/2004

A. Total remuneration granted to directors in respect of their activities in the consolidating company, its subsidiaries and associated companies, including retirement pensions to former directors, and charged during the financial period.

1,357.62

B. Total amount of advances and loans granted by the consolidating company, by a subsidiary or by an associated enterprise

0

XVII. Financial relationships with directors

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Report of the Statutory Auditor on the consolidated accounts for the year ended 31 December 2004 submitted to the General Shareholders’ Meeting of Naamloze Vennootschap Kinepolis Group

In accordance with legal and regulatory requirements, we are reporting to you on the completion of the mandate

which you have entrusted to us.

We have audited the consolidated financial statements for the year ended 31 December 2004 with a balance sheet total

of EUR 316.786.(000) and of which the Income Statement closes with a share of the group in the profit for the year of

EUR 6.531.(000).

These consolidated financial statements have been prepared under the responsibility of the Board of Directors of the

Company. In addition we have reviewed the directors’ report.

Unqualified audit opinion on the consolidated financial statements

Our audit was performed in accordance with the standards of the Institut des Réviseurs d’Entreprises-Instituut der

Bedrijfsrevisoren. Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the consolidated financial statements are free of material misstatement, taking into account the Belgian legal

and regulatory requirements relating to the consolidated financial statements.

In accordance with these standards we have considered the administrative and accounting organisation of the

group as well as the system of internal control. The group’s management have provided us with all explanations

and information which we required for our audit. We have examined on a test basis, the evidence supporting the

amounts included in the consolidated financial statements. We have assessed the accounting policies used, the basis

for consolidation and the significant accounting estimates made by the Company and the overall presentation of the

consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements of Kinepolis Group for the year ended 31 December 2004 present

fairly the financial position of the group and the results of its operations, in conformity with the prevailing legal and

regulatory requirements, and the disclosures made in the notes to the accounts are adequate.

REPORT OF THE STATUTORY AUDITOR

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Additional assertions

As required by generally accepted auditing standards the following additional assertion is provided. This assertion

does not alter our audit opinion on the consolidated financial statements.

• The consolidated directors’ report contains the information required by law and is in accordance with the

consolidated financial statements.

Antwerp, 21 April 2005

Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren - Réviseurs d’Entreprises

Statutory Auditor

represented by

Ludo Ruysen

Bedrijfsrevisor

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1. Comments on the ordinary annual accounts of Kinepolis Group NV

The shareholders’ equity of Kinepolis Group NV amounted at 31 December 2004 to € 103.27m compared with

€ 104.00 million at the end of 2003. This increase is primarily due to the dividend payment for the year.

The balance sheet amounts to € 252,154,308 compared with € 178,108, 622 at the end of 2003. This increase is due to

the centralisation of the credits after the closing of a club deal.

1. Ordinary balance sheet: discussion of the most important asset items

1.1. Formation expenses

The change in formation expenses is explained by the amortization of costs relating to the market surveys.

1.2. Fixed assets

During the financial year, research regarding new concepts was done. The company invested in ASW software to

support the financial activities.

1.3. Financial fixed assets

The main changes during the financial year relate to the obligation to purchase the remaining shareholding in

Kinepoleast from Kinepolis España. This results in an increase of € 3.95m.

1.4. Amounts receivable within one year

The increase in trade debtors is due mainly to the closing of a club deal, which takes over all bank debts and

centralises the credits within the Kinepolis Group NV.

1.5. Amounts receivable after one year

The decrease is due mainly to the closing of a club deal, inter company amounts receivable within one year were

transformed into inter company amounts receivable after one year.

1.6. Short-term investments and cash at bank and in hand

Regarding the above mentioned club deal, cash is reserved on a separate account.

DISCUSSION OF THE ORDINARY ACCOUNTS

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2. Ordinary balance sheet: discussion of the most important liabilities items

2.1. Capital, share premium account and profit carried forward

The profit carried forward decreased, due to the fact that the dividend is higher then the result for the year.

2.2. Amounts payable after one year

The decrease in amounts payable after one year is due to the club deal, which centralizes all credits within the

Kinepolis Group NV. The inter company amounts payable within one year were transformed into inter company

amounts payable after one year.

2.3. Amounts payable within one year

The increase in amounts payable after one year is due the club deal, which centralizes all credits within the Kinepolis

Group NV.

3. Discussion of the ordinary income statement for the year ended 31 December 2004.

The result for the financial year decreased by € 48.15m from € 49,40m to € 1.25m.

This year counted almost no extraordinary results, € 12,804m compared with € 33.50m.

The operating result decreased by 3.62m to € 1.28m, owing mainly to a decrease in operating income.

The financial result, decreased from € 12.27m to € 0.28m, owing mainly to the absence of an intra-group dividend.

Debt reduction and lower interest rates, lower the cost of debts, this effect was neutralised by the loss on the disposal

of fixed assets and latent exchange rate losses.

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ORDINARY BALANCE SHEET OF KINEPOLIS GROUP

ASSETS (IN € ’000) 2004 2003FIXED ASSETS 74,562.84 70,219.92Formation expenses 70.94 126.12

Intangible fixed assets 844.18 402.25

Tangible fixed assets 162.18 189.55B. Plant, machinery and equipment 137.22 150.89C. Furniture and vehicles 18.16 31.87E. Other tangible fixed assets 6.79 6.79

Financial fixed assets 73,485.53 69,501.99A. Associated enterprises 73,410.60 69,452.41

1. Participating interests 73,410.60 69,452.41B. Other enterprises linked by participating interests 49.58 49.58

1. Participating interests, shares and deposit certificates 49.58 49.58C. Other financial assets 25.35

2. Amounts receivable and cash guarantees 25.35

CURRENT ASSETS 177,591.47 107,888.70Amounts receivable within one year 143,493.70

B. Other amounts receivable 143,493.70Amounts receivable within one year 12,751.72 103,786.85

A. Trade debtors 5,124.22 4,494.73B. Other amounts receivable 7,627.50 99,292.12

Investments 943.28 1,168.03A. Own shares 943.28 1,168.03B. Other investments

Cash at bank and in hand 19,869.88 2,508.33

Deferred charges and accrued income 532.89 425.79

TOTAL ASSETS 252,154.31 178,108.62

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LIABILITIES (IN € ’000) 2004 2003CAPITAL AND RESERVES 103,274.71 104,005.80Capital 47,442.92 47,442.92

A. Issued capital 47,442.92 47,442.92Reserves 7,316.13 7,478.46

A. Legal reserves 3,524.12 3,461.63B. Reserves not available for distribution 943.28 1,168.12

1. In respect of own shares held 943.28 1,168.12D. Reserves available for distribution 2,848.72 2,848.72

Accumulated profits/losses 48,515.66 49,084.41

PROVISIONS FOR LIABILITIES AND CHARGES 365.94 520.38 A. Provisions for liabilities and charges 365.94 520.38

1 Pensions and similar obligations 420.384 Other liabilities and charges 365.94 100.00

CREDITORS 148,513.66 73,582.45

Amounts payable after one year 117,329.98 33,622.31 A. Financial debts 117,329.98 33,622.31

1. Subordinated loans 5,936.81 7,436.814. Credit institutions 100,000.00 26,185.515. Other amounts payable 11,393.17

Amounts payable within one year 26,846.92 35,624.84A. Current portion of amounts payable after one year 4,668.39 6,535.58B. Financial debts 15,237.22 5,020.36

1. Credit institutions 15,237.22 5,020.36C. Trade debts 4,645.53 4,764.36

1. Suppliers 4,645.53 4,764.36E. Taxes, remuneration and social security 315.86 295.71

1. Taxes 109.89 13.402. Remuneration and social security 205.97 282.32

F. Other amounts payable 1,979.91 19,011.83Accrued charges and deferred income 4,336.77 4,335.29

TOTAL LIABILITIES 252,154.31 178,108.62

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ORDINARY INCOME STATEMENT

DESCRIPTION (IN € ’000) 2004 2003Operating income 17,271.55 19,657.72

A. Turnover 14,361.82 17,598.44D. Other operating income 2,909.73 2,059.28

Operating charges (15,744.36) (16,037.02)A. Raw materials, consumables and goods for resale 620.82 674.16

1. Purchases 620.82 674.16B. Services and other goods 11,848.84 10,063.16C. Remuneration, social security costs and pensions 2,982.93 3,918.07D. Depreciation and amounts written off formation expenses,

intangible and tangible fixed assets 439.66 900.69E. Amounts written off stocks, contracts in progress and trade debtorsF. Provisions for liabilities and charges (154.44) 468.38G. Other operating charges 6.54 12.56

Operating result 1,527.20 3,620.70Financial income 5,749.49 17,781.58

A. Income from financial fixed assets 12,059.01B. Income from current assets 5,140.59 5,065.66C. Other financial income 608.90 656.91

Financial charges (5,467.38) (5,508.22)A. Financial charges 2,799.32 5,018.18B. Losses on current assets C. Other financial charges 2,668.06 490.03

Profit / (loss) on ordinary activities before tax 1,809.31 15,894.05

DESCRIPTION (IN € ’000) 2004 2003Extraordinary income 229.90 33,553.64

D. Gain on disposal of fixed assets 229.90 3,533.41E. Other extraordinary income 0.22

Extraordinary charges (13.07) (44.76)D. Loss on disposal of fixed assets 11.81 44.76E. Other extraodinary charges 1.27

Result for the period before taxes 1,796.47 49,402.93Income taxes (546.54)

A. Taxes (546.54)Profit / (loss) for the period 1,249.92 49,402.93

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ORDINARY APPROPRIATION OF THE RESULT

DESCRIPTION (IN € ’000) 2004 2003A. PROFIT TO BE APPROPRIATED 50,334.34 52,980.45

Loss to be appropriated1. Profit/(loss) for the period available for appropriation 1,249.92 49,402.932. Profit/(loss) brought forward from previous year 49,084.41 3,577.52

B. TRANSFERS FROM CAPITAL AND RESERVES 224.83 178.351 Allocation to capital and share premium account2. To the reserves 224.83 178.35

C. APPROPRIATIONS TO CAPITAL AND RESERVES (62.50) (3,190.85)2. Allocation to legal reserves 62.50 2,470.153. To other reserves 720.70

D. RESULT TO BE CARRIED FORWARD2. Profit / (loss) to be carried forward (48,515.66) (49,084.41)

F. PROFIT FOR APPROPRIATION (1,981.01) (883.54)1. Allocation to capital 1,981.01 883.54

I. STATEMENT OF FORMATION EXPENSES (in € ’000) Net book value at the end of the preceding period 126.12 556.46Movements during the year:

New expenses during the period 132.75Depreciation (55.18) (563.08)

Net book value at the end of the period: 70.94 126.12of which: - Restructuring costs 70.94 126.12

II. STATEMENT OF INTANGIBLE FIXED ASSETS (in € ’000)

R & D Costs

Concessions, licences etc

A. Acquisition cost At the end of the preceding period: 911.49Movements during the period:

Acquisitions, including fixed assets - own construction 358.88 349.21Transfers and discontinuations (0.57)

At the end of the period 358.88 1260.12C. Depreciation and amounts written off

At the end of the preceding period 509.24Movements during the period:

recorded 17.08 249.08Reinstated after transfers and discontinuations (0.57)At the end of the period 17.08 757.74

D. Net book value at the end of the period (a) - (c) 341.80 502.38

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III. STATEMENT OF TANGIBLE FIXED ASSETS (in € ’000)

Plant, machinery and equipment

Furniture and vehicles

A. Acquisition cost At the end of the preceding period 802.32 379.81Movements during the period

- Acquisitions, including fixed assets - own construction 90.95At the end of the period 893.27 379.81

C. Depreciation and amounts written off At the end of the preceding period 651.43 347.95Movements during the period

- Recorded 104.63 13.70At the end of the period 756.05 361.65

D. Net book value at the end of the period (b) - (c) 137.22 18.16

Other tangible fixed assets

A. Acquisition cost At the end of the preceding period 6.79At the end of the period 6.79

D. Net book value at the end of the period (a) - (c) 6.79

IV. STATEMENT OF FINANCIAL FIXED ASSETS

Affiliated enterprises Companies with participating interest

1. Participations and shares A. Acquisition cost

At the end of the preceding period 69,452.41 49.58Movements during the period

Acquisitions 3,970.00At the end of the period 73,422.41 49.58

C. DepreciationsMovements during the period

Recorded 11.81At the end of the period 11.81

Net book value at the end of the period 73,410.60 49.58

Other entreprises

2. Amounts payableNet book value at the end of the preceding period

Movements during the period

Additions 25.35

Net Book value at the end of the period 25.35

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Name and registered office

The company (directly)

Subsidiaries Financialstatement

as at

Currency Capital and reserves

Net result

QTY % % (+) ou (-)

NV DECATRON Kampioenschapslaan 11020 Brussels, BELGIUMBE 424.519.114Ordinary shares 82,467 99.99 0.01 31/12/2003 EUR 164,494

NV KINEPOLIS MEGAEeuwfeestlaan 201020 Brussels, BELGIUMBE 430.277.746Ordinary shares 20,439 99.99 0.01 31/12/2003 EUR 14,287,815 3,037,746

NV KINEPOLIS FILM DISTRIBUTIONEeuwfeestlaan 201020 Brussels, BELGIUMBE 445.372.530Ordinary shares 199 99.50 0.50 31/12/2003 EUR 656,198 601,803

NV MAJESTIEK INTERNATIONALVal Sainte Croix, 7L 1371 Luxembourg,LUXEMBURGOrdinary shares 449 99.78 0.22 31/12/2003 EUR 1,802,303 (281,446)

NV EUROPEAN MEGA CINEMA Val Sainte Croix, 7 L 1371 LuxembourgLUXEMBURGOrdinary shares 16,999 99.99 0.01 31/12/2003 EUR 3,928,218 175,807

BVBA KINEPOLIS FILM PRODUC.Eeuwfeestlaan 201020 Bruxelles, BELGIUMBE 459.997.061Shares without nominal value 749 99.87 0.13 31/12/2003 EUR (1,033,915) (141,683)

A. PARTICIPATING INTERESTS AND CORPORATE RIGHTS IN OTHER ENTERPRISES

Corporate rights held by

Data obtained from last available financial statement

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Name and registered office

the company (directly) Subsidiaries Financialstatement

as at

Currency Capital and reserves

Net result

Qty % % (+) ou (-)

NV C.C.I.&H.Sint-Truidersteenweg 263540 Herk-de-Stad, BELGIUMBE 455.740.543Ordinary shares 248 99.20 0.8 31/12/2003 EUR 848,683 (3,107)

NV C.C.E. LIEGEUniversiteitslaan 113500 Hasselt, BELGIUMBE 459.469.796Ordinary shares 13,471 99.95 0.05 31/12/2003 EUR 3,253,000 (971,000)

NV IMMO ROCSint-Truidersteenweg 263540 Herk-de-Stad, BELGIUMBE 459.466.234Ordinary shares 998 99.80 0.20 31/12/2003 EUR 372,173 (41,595)

NV KINEPOLIS MULTI President Kennedylaan 100a8500 Kortrijk, BELGIUMBE 434.861.589Ordinary shares 78,803 99.89 0.01 31/12/2003 EUR 24,996,250 924,290

NV BRUVISIONKampioenschapslaan 11020 Brussels, BELGIUMBE 418.314.676Ordinary shares 2 0.05 99.95 31/12/2003 EUR (521,092) (182,074)

BV KINEPOLEASTPB 325 10 4330 AH MiddelburgTHE NETHERLANDSOrdinary shares 17,471,169 100.00 - 31/12/2003 EUR 15,117,524 (735,379)

Corporate rights held by

Data obtained from last available financial statement

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Name and registered office

the company (directly) Subsidiaries Financialstatement

as at

Currency Capital and reserves

Net result

Qty % % (+) ou (-)

NV IMAGIBRAINEBoulevard de France1420 Braine l’Alleud, BELGIUMBE 462.688.911Ordinary shares 99,999 99.99 0.01 31/12/2003 EUR 746,253 (258,510)

NV EUROCASINO Jean Dubrucqlaan 1601080 Brussels, BELGIUMBE 467.730.238Ordinary shares 1,900 19.00 31/12/2003 EUR

4,046 (35,446)

NV MegatixEeuwfeestlaan 201020 Brussels, BELGIUMBE 462 123 341Ordinary shares 499 99.80 0.20 31/12/2003 EUR 1,233,965 298,258

NV KINEPOLIS ESPANACalle Edgar neville Pozuelo de Alarcon28223 Madrid, SPAINOrdinary shares 95 0.46 99.64 31/12/2003 EUR 9,381,381 135,200

BV KINEPOLIS HOLDINGPB 325 104330 AH MiddelburgTHE NETHERLANDS 4 100.00 - 31/12/2003 EUR (1,563,834) (214,890)

CinemaxX AG (Consolidé)Mittelweg 17620148 Hamburg, GERMANYOrdinary shares 12.61 31/12/2004 EUR 2,592,039 12,883,380

Corporate rights held by

Data obtained from last available financial statement

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VII. Deferred charges and accrued income (in € ’000) 2004Interest receivable 43.23Costs of partnerships to be carried forward 184.19Cost to be carried forward 305.47

VIII. Statement of capital (in € ’000) Capital Number of shares

A. Share capital 1. Issued capital

At end of the preceding period 47,442.92 At the end of the period 47,442.92

2. Structure of the capital 2.1 Types of shares

Ordinary shares without indication of nominal value 47,442.92 6,930,7782.2 Registered or bearer shares

Registered shares 5,172,554 Bearer shares 1,758,224

Capital Number of sharesC. Own shares held by:

- The company 943.28 99,698D. Commitments to issue shares

2. Following the exercise of subscription rights- Outstanding subscription rights 246,250- Amount of capital to be issued 2,972.24- Maximum number of shares to be issued 294,250

Capital Number of sharesE. Authorised capital not issued 47,442.92

G. Shareholder structure of the company at balance sheet date, as evidenced by the declarations received by the company

Shareholder Number of shares %Kinohold bis SA and Claeys Invest SA 4,429,038 64%Kinepolis Group – own shares* 99,698 1%Public 1,372,604 20%Best Inver Gestion sgiic 534,631 8%Schröder Investment Management Ltd. 494,807 7%

Total 6,930,778 100%

IX. Provisions for liabilities and charges (in € ’000)

Breakdown of item 163/5 when an important amount occurs

- Provision for charges relating to foreign participations 209.94- Provisions for other litigations 156.00

* Under the terms of the “Market Maintenance Agreement” with stock market company “Delta Lloyd nv” and subject to the conditions of the resolution of the Extraordinary General Meeting of 21 May 2004, a total of 8 318 shares were purchased for a total amount of 199 527.23 EUR, and 42 909 shares were sold. At 31/12/04 Kinepolis Group nv, had 99 698 own shares, this represents 1.44% of the total number of shares, with a capital value of 682 458 EUR.

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debts with a residual term of

Maximum one year

More than one year but

maximum five years

More than five years

Financial debts 4,668.39 5,936.81 44,000.001. Subordinated Loans 5,936.81

4. Credit Institutions 4,668,.39 56,000.00 44,000.005. Other loans 11,393.17

Total 4,668.39 73,329.98 44,000.00

Debts garanteed by

B. Garanteed debts Real guarantees, given or irrevocably promised on the assets of the enterprises

Financial debts 118,668.394. Credit institutions 118,668.39C. Liabilities concerning: taxes, remuneration and social

security 20041. Taxes

b) Non-lapsed tax liabilities 109.892. Remuneration and social security

b) Other payroll and social security liabilities 205.97

XI. Accrued charges and deferred income (in € ’000) 2004Income from screen publicity to be carried forward 2,300.00Provisions for interest payments 541.61Provisions for consultants’ fees 158.20Other 1,172.74

XII. Operating results 2004 2003C1.Employees entered on the personnel register

a) Total number at balance sheet date 34 38b) Average workforce in full-time equivalents 30.7 53.2c) No. of hours actually worked 51,913 90,076

C2. Personnel costs (in € ’000) 2004 2003a) Remuneration and direct social benefits 2,050.64 2,732.92b) Employer’s contribution for social security 562.18 882.54c) Employer’s premium for extra statutory insurance 106.28 108.89d) Other personnel charges 263.83 193.73

X. Statement of amounts payable (in € ’000)

A. Breakdown of amounts originally payable after more than one year, by residual term

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E. Other liabilities and charges (in € ’000) 2004 2003Increase 119.07 468.38Investments and write-backs (273.51)

F. Other operating charges (in € ’000) 2004 2003Taxes and duties on the conduct of the business 0.50 0.65Other 6.04 11.91

G. Temporary staff and persons placed at the company’s disposal 1. Total number at balance sheet date 2. Average number in full-time equivalents 1.8 0.5No. of hours actually worked 3,615 886Expenses borne by the company 140.42 51.34

XIII. Financial results (in € ’000) 2004 2003A. Other financial income

Positive exchange differences 37.97 28.10Other financial income 58.10 13.77Financial income market actions 512.76

E. Other financial charges Bank charges 133.90 93.64Other financial charges 1,026.78 317.33Negative exchange differences 1,507.39 10.00

XV. Income taxes (in € ’000) 2004A. Analysis of heading 670/3

1. Income taxes of the current period 546.54a) Taxes and withholding taxes due or paid 546.54

XVI. Other taxes and taxes supported by third parties (in € ’000) 2004 2003A. Value added taxes charged

1. To the company (deductible) 4,321.28 3,249.802. By the company 3,677.88 4,666.75

B. Amounts retained on behalf of third parties for1. Payroll withholding taxes 724.56 891.402. Taxes withheld 69.87

XVII. Off-balance sheet rights and commitments (in € ’000) Real guarantees given or irrevocably promised by the company on its own assets as security for debts and commitments 2004

Pledge of other assets Book value of pledged assets 42,500.00

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Substantial commitments to acquire fixed assets:• IRS contracts in a total amount of € 62,871,000 and FRA contracts in a total amount of € 39,592,000 and € 20,000,000

options. • Kinepolis has hedging contracts outstanding in respect of PLN to cover denominated debts contracted in Poland. Under these

contracts PLN are sold against EUR in a total amount of € 3,904,270. • Kinepolis has hedging contracts outstanding in respect of CHF to cover denominated debts contracted in Switzerland.

Under these contracts CHF are sold against EUR in a total amount of € 9,122,480. • Tele München Gruppe has the right to acquire the shares of Kinepolis, Senator and Flebbe, excluding the market sales

following an SPO from 01.01.2005 onwards. Tele München Gruppe obtained the right to buy at the closing price of the day of announcement, and this for 3 days.

XVIII. Relationships with associated undertakings and undertakings in which the company has a participating interest (in € ’000)

ASSOCIATED

ENTERPRISES

ENTERPRISES IN WHICH THE COMPANY HAS A

PARTICIPATING INTEREST

2004 2003 2004 20031. Financial fixed assets. 73,410.60 69,452.41 49.58 49.58

- Participating interests 73,410.60 69,452.41 49.58 49.58- Amounts receivable

2. Amounts receivable 153,685.46 100,262.18- For a term not exceeding 1 year 143,493.70- For a term exceeding 1 year 10,191.72 100,262.18

4. Amounts payable 12,277.06 11,668.36- For a term not exceeding 1 year 11,393.17- For a term exceeding 1 year 883.89 11,668.36

ASSOCIATED ENTERPRISES7. Financial results 2004 2003

- Income from financial fixed assets 12,059.01- Income from current assets 5,127.10 5,066.66- Other financial income 41.87- Interest and other debt charges 385.87 5,018.18- Other financial charges 1,021.01 420.98

8. Disposal of fixed assets- Gains on disposals 33,525.67- Losses on disposals

XIX. Financial relationships with 2004A. Directors and general managers

4. Direct and indirect remuneration and pensions charged against the income statement, as long as this disclosure does not concern exclusively or mainly the situation of a single identifiable person:

- to directors and general managers: 1,357.62

Important obligations to purchase fixed assetsObligation to purchase with a condition precedent on a ground in Ostend 1,000.00

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SOCIAL BALANCE SHEET

I. Statement of persons employed A. Employees entered on the register of personnel 1. During the year and in the previous year

1. Full-time 2. Part-time 3. Total (T) in full-time

equivalents (ETP)

4. Total (T) in full-time

equivalents (ETP)

2004 2004 2004 2003Average number of employees 27.6 5.0 30.7 53.2No. of hours actually worked 46,793 5,120 51,913 90,076Personnel costs (in € ’000) 2,638.40 344.53 2,982.93 3,918.07Benefits in addition to wages 34.10 52.96

2. On balance sheet date

1. Full-time 2. Part-time 3. Total in full-time

equivalents

a. No. of employees entered on the register of personnel 29 5 31.9b. By type of employment contract

Permanent contract 29 5 31.9c. By gender

Men 15 2 16.3Women 14 3 15.6

d. By occupational category Employees 29 5 31.9

B. Temporary employees and employees on permanent contract Temporary employees

Average number of persons employed 1.8No. of hours actually worked 3,615Costs to the company (in € ’000) 140.42

II. Schedule of personnel movements during the year Full-time Part-time Total

A. Entering service a. No. of employees added to the register of

personnel during the year 6 6.0b. By type of employment contract

Permanent contract 4 4.0Fixed-term contract 2 2.0

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1. Full-time 2. Part-time 3. Total in full-time

equivalents

c. By gender and educational level Men:

Secondary education 3 3.0Women:

Secondary education 3 3.0B. Left service

a. No. of employees with a date entered in the register of personnel on which their contract was terminated during the year 8 1 8.3

b. By type of employment contract Permanent contract 6 1 6.3Fixed-term contract 2 2.0

c. By gender and educational level Men:

Secondary education 1 1.0Women:

Secondary education 7 1 7.3d. By reason for terminating the contract

Dismissal 2 2.0Other reason 6 1 6.3

III. Statement on the use of measures to promote employment during the financial year

Measures to promote employment Number of employees

Measures (in € ’000)

1. Number 2. In full-time equivalents

3. Financial advantage (in € ’000)

1.6. Structural reduction in social security contributions 36 33.9 55.81Number of employees affected by one or moremeasures to promote employment

Total for financial year 36 33.9Total for previous financial year 79 77.0

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VALUATION RULES

1. PRINCIPLE

The valuation rules are determined in accordance with the provisions of Chapter II of the Royal Decree of 30 January

2001 and the former Royal Decree of 8 October 1976 concerning company financial statements.

2. SPECIAL RULES

Formation expenses

Formation expenses and the cost of capital increases are valued at cost and depreciated on a straight-line basis over

a period of five years. Loan expenses, if any, can be capitalized and written off annually in relation to the period of the

loan.

Intangible fixed assets

Intangible fixed assets are shown on the balance sheet at cost. Annual depreciation is applied by the straight-line

method at 20% per year.

Tangible fixed assets

Acquisitions of tangible fixed assets are valued at cost plus additional expenses such as non- deductible VAT.

Depreciation is applied on the basis of the anticipated useful life of the assets concerned.

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Depreciation recorded during the year

ASSETS METHODL

(STRAIGHT)

LINE

BASISNR (NON

REVALUED)

DEPRECIATION PERCENTAGE

CAPITAL SUM MIN-MAX

ADDITIONAL COST

1. Industrial, administrative or commercial buildings

L NR 5% - 20% 5% - 20%

2. Plant, machinery and equipment (on lease)

LLLLL

NRNRNRNRNR

10% - 10%20% - 20%25% - 25%50% - 50%33% - 33%

-----

3. Vehicles L NR 20% - 20% 20% - 20%

4. Office equipment and furniture L NR 20% - 33%

Accelerated or reducing-balance depreciation is applied with due regard to tax provisions. Expenditure on

conversions, major renewals and improvements is capitalized. Expenditure on repairs, maintenance and replacements

that do not significantly extend the economic useful life of the assets concerned is entered as expenses.

Financial fixed assets

Participating interests and shares are valued at cost. Additional expenses relating to their acquisition are not capitalized

but transferred to the ‘Other financial expenses’ item for the year in which they are incurred. Adjustments are made

if the estimated value of participating interests or shares is lower than their book value and if the reduced value thus

ascertained appears permanent. The estimated value of each participating interest or share is fixed at the end of each

financial year according to one or more criteria. In general the value of the last published balance sheet is taken into

account, unless more significant data is available.

Stocks

Goods for resale are valued at cost calculated by the FIFO method or at market value on the balance sheet date if lower

Amounts receivable within one year

Debtors are shown on the balance sheet at nominal value. Fixed-income securities are valued at cost. Adjustments are

made if there is uncertainty regarding all or part of the receivable as to payment of the claim on the due date or if the

market value on the balance sheet date is lower than the nominal or book value.

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Short-term investments and cash at bank an in hand

Fixed-income securities and shares are valued at the lower of purchase price or market value.

Deferrals and accruals

Deferrals and accruals are recorded and valued at cost and shown on the balance sheet in the section relating to the

next financial year (costs) or are allocated to the present year (income).

Provisions for liabilities and charges

Provisions for liabilities and charges are made to meet the requirements of caution, integrity and good faith. The

amount of the provisions is decided by the company’s governing body on the basis of a cautious estimate.

Foreign currency

Credit balances, debts and obligations in foreign currency are converted at a fixed exchange rate, which is adjusted

monthly. Translation gains or losses therefore occur when these are settled.

In addition, credit balances and debts in foreign currency on the balance sheet are converted at the closing rate on the

balance sheet date.

The results of this conversion are recorded:

- if the result is a profit: under «accruals and deferred income» in liabilities

- if the result is a loss: under «other financial expenses» in the income statement.

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REPORT OF THE STATUTORY AUDITOR

Report of the Statutory Auditor on the statutory accounts for the year ended 31 December 2004 submitted to the

general shareholders’ meeting of Naamloze Vennootschap Kinepolis Group

In accordance with legal and statutory requirements, we are reporting to you on the completion of the mandate, which

you have entrusted to us.

We have audited the financial statements as of and for the year ended 31 December 2004 with a balance sheet total of

EUR 252.154.307,84 and a profit for the year of EUR 1.249.924,55. These financial statements have been prepared under

the responsibility of the Board of Directors of the Company. In addition we have carried out the specific additional audit

procedures required by the Company law.

Unqualified audit opinion on the financial statements

We conducted our audit in accordance with the standards of the “Institut des Réviseurs d’Entreprises-Instituut der

Bedrijfsrevisoren”. Those standards require that we plan and perform the audit to obtain reasonable assurance about

whether the financial statements are free of material misstatement, taking into account the legal and regulatory

requirements applicable to financial statements in Belgium.

In accordance with these standards we have considered the Company’s administrative and accounting organisation

as well as its internal control procedures. The Company’s management have provided us with all explanations and

information, which we required for our audit. We examined, on a test basis, evidence supporting the amounts in

the financial statements. We assessed the accounting policies used and significant accounting estimates made by

the Company, as well as the overall presentation of the financial statements. We believe that our audit provides a

reasonable basis for our opinion.

In our opinion, taking into account the prevailing legal and regulatory requirements, the financial statements present

fairly the Company’s net worth and financial position as of 31 December 2004 and the results of its operations for the

year then ended and the disclosures made in the notes to the financial statements are adequate.

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Additional assertions

As required by generally accepted auditing standards the following additional assertions are provided. These assertions

do not alter our audit opinion on the financial statements.

• The directors’ report contains the information required by law and is consistent with the financial statements.

• The appropriation of results proposed to the general meeting complies with the legal and statutory provisions.

• There are no transactions undertaken or decisions taken in violation of the Company’s statutes or Company Law, which

we have to report to you.

• Without prejudice to certain formal aspects of minor importance, the accounting records are maintained and the

financial statements have been prepared in accordance with the applicable Belgian legal and regulatory requirements.

Antwerp, 21 April 2005

Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren - Réviseurs d’Entreprises

Statutory Auditor

represented by

Ludo Ruysen

Bedrijfsrevisor

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TRANSITION TO IAS / IFRS

Following European regulations, Euronext requires companies in the “Next Prime” and “Next Economy” segments to

produce their consolidated accounts in conformity with IAS/IFRS as from 1 January 2005.

The IFRS opening balance at 1 January 2004 was published in September 2004 together with the half-yearly results

according to Belgian accounting principles,

Following further research and new comments on some IFRS rules, changes in the balance sheet may occur, and if so,

will be published on 30/06/2005.

The IFRS results for 30 June and 31 December 2004 are being finalized during April and May 2005.

The half-yearly results as at 30 June 2005 will be prepared and published in accordance with IFRS.

The main differences between the currently applied valuation principle and the IFRS standards are found in the

following areas:

• Following IFRS 1 the land and buildings of all cinemas have been revalued by an independent expert. Depreciation on

buildings is restated retroactively on a 30-year instead of 20-year basis.

• Under IFRS rules investment grants are no longer recorded in Equity.

• Latent taxes are recalculated pursuant to IAS 12.

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BOARD OF DIRECTORS

H. Vandamme, M.R. Claeys-Vereecke, M.S. Bert-Vereecke, F. Gijbels, J. Bert, P. Bert, G. Van Acker, Ph. Haspeslagh, A. Meers

AUDIT COMMITTEE

CORPORATE F&A

J. Staelens

CFO

KINEPOLIS REAL

ESTATE

L. Van Baelen

Managing Director

KINEPOLIS CINEMA

G. Deley

Managing Director

J. Staelens

Deputy Managing

Director

REMUNERATION COMMITTEE

COORDINATION COMMITTEE

F. Gijbels

CEO

L. Van Baelen J. Staelens G. Deley J. Bert

CEO

ORGANOGRAM

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Contact:

Investor Relations

Kinepolis Group

Tel +32 2 474 27 92

[email protected]

www.kinepolis.com/investors

ww

w.c

om

fi.b

e

Kinepolis Group NV at 31/12/04

100%

100%

50% 50%

Kinepolis Multi NV

F.M.C. SA Immo Roc NV

CCE Liège NV

Imagibraine S.A.

CCi&H NV

Decatron NV

K.F.P. BVBA

K.F.D. NV

E.M.C. NV

Kinepolis Nacka

Kinepolis Holding BV

Megatix NV

Eurocasino NV

100%

Majestiek Int. SA

Kinepolis Schweiz

I.O.B. NV

Kinepolis Invest SA

Kinepolis España SA

Kinepolis Madrid SA

Kinepolis Paterna SA

Kinepolis Granada SA

Kinepolis Metz SA

F.M.C.I. SA

Kin.Le Château du Cinéma SAS

Kinepolis Mulhouse SA

Kinepolis Thionville SA

Kinepolis Immo Thionville SA

Forum Kinepolis SA

Kinepolis Nancy SAS

Eden Panorama SA

Kinepolis Prospection SAS

Kinepolis Mega NV Bruvision NV

Ditjaarverslag is eveneens beschikbaar in het Nederlands.Ce rapport annuel est également disponible en version française.

100%

Kinepoleast BV

Kinepolis Spzoo

Kinepolis Poznan

01000020000300004000050000600007000080000

2005200415

20

25

30

SHARE PRICE EVOLUTION + VOLUME

KINEPOLIS SHARE PRICE IN 2004

Share price (Euronext Brussels)

High (in EUR) 25.7

Low (in EUR) 15.5

Closing price at 31/12/2004 (EUR) 24.4

Average number of shares traded per day 4,131

Total number of shares traded during the year at 31/12/2004

1,120,424

Capitalisation (in EUR) at 31/12/2004 194,061,784

KEY FIGURES PER SHARE (CONSOLIDATED)

Net result of the Group per share 1.22

Dividend 0.29

Number of shares at 31/12/2004 6,930,778

FINANCIAL CALENDAR

Friday 20 May 2005:

Kinepolis Group NV Annual General Meeting

Friday 15 July 2005:

Publication of 1st half 2005 audience figures

Friday 16 September 2005:

Publication of 2005 half-year results

Friday 14 October 2005:

Publication of 3Q 2005 audience figures

Monday 9 January 2006:

Publication of 2005 visitor figures

Friday 10 March 2006:

Publication of 2005 annual results

Friday 14 April 2006:

Publication of 1Q 2006 visitor figures

Friday 19 May 2006:

Kinepolis Group NV Annual General Meeting

INFORMATION FOR THE SHAREHOLDERS

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A N N U A L R E P O R T 2 0 0 4

K I N E P O L I S G R O U P

KINEPOLIS GROUP NV Eeuwfeestlaan 20 – 1020 Brussels - BelgiumTel +32 2 474 26 01 – Fax +32 2 474 26 06

Trade number : 0415 928 179 www.kinepolis.com

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