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The following is a partial transcript of an interview by Tremayne Collins with Adam Aron, Chief Executive Officer, President and Director of AMC Entertainment Holdings, Inc., which originally aired on the YouTube Channel of "Trey's Trades" on April 14, 2021.

EXCERPTS

TREMAYNE COLLINS: So, I think the biggest piece that we probably want to dissect here is proposal one of the recent proxy statement, the 500 million share dilution. I've paid very close attention to this. I've been covering it, as you know, on the channel for quite a while now trying to dig through everything that's going on and, you know, we've come up with a couple of questions. But, the main thing is the FUD, the fear, uncertainty and doubt. There's a lot of unknowns regarding the 500 million share dilution and proposal for it, and the media is not helping the least bit. It spreads a massive amount of fear and that scares a lot of the retail investors. So, I want to take the opportunity. Well, this is just my first question. We can kind of go from here and have a conversation. But, you know, we know that the board of directors is urging that we vote 'Yes' to proposal one at the annual meeting of stockholders on May 4th, and it's a critical requirement, right? It was in quotations and I take that directly from proposal one in the proxy statement. So, you know, this would increase the number of shares about 500 million shares if we were to hypothetically put them all into the market, which I don't personally believe will happen. I think there's some fear that will happen to a total of over 1 billion shares. So, what are the possible benefits to your shareholders of doubling the number of authorized shares out on the market? You know, it's important for people to realize that this is the right, not the obligation, to issue stock. So, that's my first question. I'll let you take the reins and kind of talk about it.

ADAM ARON: So, you're talking about fear, uncertainty and doubt. There's more misinformation floating around the internet, floating around the media, about this proposal to increase the authorization by 500 million shares. So, I might go on a bit of a filibuster here, not because I want to filibuster, but because you give me a perfect opportunity to explain what's going on. I also intend to make one brand new announcement right now that is unknown to anyone heretofore.

TREMAYNE COLLINS: Wow!

ADAM ARON: And because that's big news, so we actually have to file this publicly today after this tape session airs. First of all, there's confusion about what this share authorization means. Some people incorrectly think that that means that we will massively dilute the stock. We did this as a company once before.

TREMAYNE COLLINS: 2013, right?

ADAM ARON: In 2013, the board authorized approximately 500 million shares, the exact number doesn't matter. The first time that any of those shares were used was the end of 2016 and early 2017 when we used approximately 32 million shares out of the 500 million or approximately 500 million.

TREMAYNE COLLINS: Right.

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ADAM ARON: To acquire and help us finance the acquisition Odeon, Nordic and Carmike, which turn AMC into the largest movie theater circuit in the world. And you know what happened to our share price back then, I went back and I looked.

TREMAYNE COLLINS: A fact checked it, too. Yeah.

ADAM ARON: Our share price in the early 2016 was around $17.00 share. We issued 32 million new shares. Remember, a half billion had been authorized, but they hadn't been used.

TREMAYNE COLLINS: Right.

ADAM ARON: But, 3 years later, 32 million were used. Our share price almost doubled. Now, if you thought -- well, dilution is bad. Then, you were wrong, because foolish dilution is bad. Smart dilution is smart. And our share price went up to like $32.00, $33.00, $34.00 on the strength of the Carmike, Odeon and Nordic acquisitions, which we could not have done if we did not have those 32 million shares sitting in our pockets. You know the next time we used any of those shares?

TREMAYNE COLLINS: 2020, right?

ADAM ARON: The last days of September of 2020, another three-and-a-half years later. And we put about -- I want to say 300 million shares in the market. Had we not had the ability to put those 300 million shares in the market, our company would have collapsed financially, and the share price would have gone to zero. And of those 300 million shares, 250 million of those 300 million shares went out between December 14 and January 26. And again, if your theory is dilution is just bad, then if we put 250 million shares out in the market in the span of two months, I guess our share price should have fallen. What happened to our share price? Prior to the Reddit rally, the so-called Reddit rally, our share price tripled.

TREMAYNE COLLINS: Right.

ADAM ARON: Because yes, we diluted the stock, but we did it smartly for a good cause, which was to save the company. We did it at the right time. We did it at the right price and actually caused our share price to soar. It tripled between early January and late January because we raised the money, which was considered to be a very positive development for AMC. Now, that takes us-- there's a history there that we've authorized shares, but we didn't use them for years, and we only use them when it was smart to do so and when we needed to do so. And in both cases, we increased shareholder value as a result. Now, as we sit here today, from the old authorization, from back in the 2013 authorization, we have 43 million shares that we could use to raise capital, to raise cash if we needed to do so. In the current share price, you know, that could bring another $300 million, $400 million. Less if the share price went down, more if the share price went up. We think that's probably all we need to get through the pandemic. So, why are we asking for another authorization for 500 million additional shares?

TREMAYNE COLLINS: Right.

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ADAM ARON: The answer is because companies don't do this with a five-week or five-month timeframe. They do it with a five-year timeframe. They do it with a seven-year timeframe. They do it with a ten-year timeframe. When these 43 million shares are exhausted, we will have none left and we lose an arrow in our quiver. We lose a tool in our toolkit. We will no longer have the optionality and the flexibility to be able to issue shares if issuing shares is in the best interests of shareholders. And so looking ahead for the next 5 to 10 years, we authorized -- we've asked the shareholders to authorize more shares. That doesn't mean that we will issue them.

TREMAYNE COLLINS: Right.

ADAM ARON: But remember the last time we did this, we didn't issue any shares for three-and-a-half years. We didn't issue any shares after that for three-and-a-half years more. And that's what's going on here. We're not asking the shareholders to authorize the shares so we can flood the market with them. That would be crazy and foolish, and there are two things that I know that we're not. We're not crazy and we're not fools. So, I told you who's going to make some news. Here we go.

TREMAYNE COLLINS: I'm very excited for this.

ADAM ARON: We are going to pledge right now today publicly and we will file this publicly so it will be binding on us, because you can't announce intentions and then not carry through it, we hereby pledge at AMC that if the shareholders approve this authorization for 500 million new shares to be issued we will not use one of those 500 million shares in calendar year 2021. Not one.

TREMAYNE COLLINS: That's huge news.

ADAM ARON: Not one.

TREMAYNE COLLINS: Wow! People -- because that's where they're concerned. Adam, that's been a hugest concern with this. You can't be a stranger to the short squeeze phenomenon. It was addressed in some filings and people were really nervous about it. They were like what happens if this kills all the momentum of the potential to essentially bleed short positions because it's -- you know, that hedge funds are short on the stock and wow! Holy cow! I got my heartbeat and I can't --

ADAM ARON: What I don't want to do is I don't want to get too far in the weeds.

TREMAYNE COLLINS: No, I'm not asking that from you.

ADAM ARON: I know you're not. But, I'm still going to kind of act like a real CEO and not talk about it.

TREMAYNE COLLINS: Right, I got you.

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ADAM ARON: But, what I do know is if we need to raise some cash in the short term, remember we already have 43 million shares that are out there that were authorized in year 2013.

TREMAYNE COLLINS: Right.

ADAM ARON: That we could use it if we wish to raise some cash if we decide that's a good idea. We have made no decisions yet. We are thinking about it, but, we haven't made any decisions yet. But, I'm just hereby pledging, we will not use a single one of these 500 million additional shares in calendar 2021. I've read some of the stuff that's coming out of the voices of retail investors, and they're saying things like, yea we get it, the 500 million share authorization might be good for the company, but in long-term, we're really much more concerned what's going to happen in the next month or two or three. Well, I can take that whole issue off the table. I'm just telling you right now, AMC will not use any of these 500 million new shares in calendar '21, just will not do it, and that's not only a pledge that I'm making on Trey's Trades or as your backwards Twitter-handle TradesTreys- it's strange. It's very confusing, by the way.

TREMAYNE COLLINS: I know.

ADAM ARON: The differences of pledge I make here, we're going to make that publicly also today. But remember, we're asking for these shares because we believe that if shareholders give us as a manager team, who I think you basically trust, we proven to be pretty adept so far.

TREMAYNE COLLINS: Right.

ADAM ARON: If you give us the flexibility to use those shares when it make sense for you, the shareholder, that's when we'll use them and not before. And let me tell you, and remember the last time we did this, we didn't use shares for three-and-a-half years.

TREMAYNE COLLINS: Right.

ADAM ARON: We didn't use shares for three-and-a-half years again after that. But, let me give you --

TREMAYNE COLLINS: You still there, Adam?

ADAM ARON: And we could use stock as a currency. Well, that could be very attractive. We trade on the open market at a multiple, from anywhere from 7 to 13 times our EBITDA on the public markets. What happens if you could buy another company at four, five times EBITDA? But if you can buy a company at four or five times EBITDA and trade it 7 or 9 or 10 or 12 times EBITDA, the arbitrage on that-- You make money on day one plus because we already exist and we already have a big overhead. We can probably absorb another movie theater circuit and get rid of their overhead and use our existing overhead. So, we can be more efficient and drive even more EBITDA and more earnings on an acquired movie theater circuit.

TREMAYNE COLLINS: Right.

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