CINEWORLD GROUP PLC (the “Company”) Remuneration Committee: Terms of Reference

1.1 Members of the Committee shall be appointed by the Board. The Committee shall consist of not less than two members. A quorum shall be two members. 1.2 The Committee shall consist exclusively of independent Non-Executive Directors. The Chairman of the Board may be a member of the Committee, where he or she was considered independent on appointment as Chairman of the Company. 1.3 If any member of the Committee is unable to act for any reason, the Chairman of the Committee may appoint any other independent Non-Executive Director of the Company to act as his or her alternate. 1.4 The Chairman of the Committee shall be appointed by the Board (provided that he or she shall not also be Chairman of the Board). In the absence of the Chairman of the Committee, the remaining members shall elect one of their number to chair the meeting