2022

ANNUAL MEETING OF STOCKHOLDERS

DECEMBER 15, 2022

2022 ANNUAL MEETING OF STOCKHOLDERS - AGENDA

I.

WELCOME AND INTRODUCTIONS

MARGARET COTTER

Chair, Serving as Presiding

Officer

II.

ESTABLISHMENT OF SATISFACTION OF MEETING PREREQUISITES

S. CRAIG TOMPKINS

(SATISFACTION OF NOTICE AND QUORUM REQUIREMENTS);

Executive Vice President and

MEETING CALLED TO ORDER

General Counsel, Serving as

Annual Meeting Secretary

III.

REVIEW OF MEETING PROCEDURES

S. CRAIG TOMPKINS

Annual Meeting Secretary

IV.

PRESENTATION OF PROPOSALS AND DISCUSSION;

S. CRAIG TOMPKINS

OPENING OF POLLS

Annual Meeting Secretary

o Proposal 1 - To elect Five (5) Directors to serve until our Company's

2023 Annual Meeting of Stockholders or until their successors are

duly elected and qualified.

o Proposal 2 - Independent Auditor Ratification - To ratify

the

appointment of Grant Thornton, LLP as our Company's Independent Registered Public Accounting firm for the fiscal year ended December 31,2022.

o Proposal 3 - Advisory Vote on Executive Officer Compensation - To approve, on a non-binding, advisory basis, the executive compensation of our Named Executive Officers.

2022 ANNUAL MEETING OF STOCKHOLDERS - AGENDA

V.

VOTING

VI.

REVIEW AND ANNOUNCEMENT OF PRELIMINARY VOTING

SYLVIA MORALES

RESULT

Computershare

Inspector of Elections

V

ADJOURNMENT OF ANNUAL STOCKHOLDERS MEETING

MARGARET COTTER

Presiding Officer

Chair

VIII. MANAGEMENT PRESENTATION AND QUESTION & ANSWER SESSION

  1. Questions may be sent using the Meeting Text Function at any time during the meeting.

ELLEN M. COTTER

President & Chief Executive Officer

GILBERT AVANES

Executive Vice President, Chief Financial

Officer and Treasurer

ANDRZEJ J. MATYCZYNSKI

Executive Vice President - Global

Operations

D I S C L A I M E R S

Our comments today may contain forward-looking statements and management may make additional forward-looking statements in response to your questions. Such written and oral disclosures are made pursuant to the Safe Harbor provision of the Private Securities Litigation Reform Act of 1995.

Although we believe our expectations expressed in such forward- looking statements are reasonable, we cannot assure you that they will be realized. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the anticipated results, and therefore we refer you to a more detailed discussion of the risks and uncertainties in the Company's filings with the Securities & Exchange Commission.

This presentation is intended to summarize the projects on which we are working and our plan for moving our Company forward.

Many of the projects are in their early stages and will be subject to various Governmental and Board approvals. Accordingly, no assurances can be given that the plans discussed herein will be achieved.

We are a diversified international company and, for risk management and other business reasons, operate and hold our assets through and in various subsidiary entities. Accordingly, when using terms such as "we," "our" or "us," we are using such terms to include our company on a consolidated basis and not to negate, undercut or adversely impact the legal separateness of such subsidiaries.

F I N A N C I A L R E C O N C I L I A T I O N S

We use EBITDA in the evaluation of our Company's performance since we believe that EBITDA provides a useful measure of financial performance and value. We believe this principallyforthefollowing reasons:

We believe that EBITDA is an accepted industry-wide comparative measure of financial performance. It is, in our experience, a measure commonly adopted by analysts and financial commentators who report upon the cinema exhibition and real estate industries, and it is also a measure used by financial institutions in underwriting the creditworthiness of companies in these industries. Accordingly, our management monitors this calculation as a method of judging our performance against our peers, market expectations and our creditworthiness. It is widely accepted that analysts, financial commentators and persons active in the cinema exhibition and real estate industries typically value enterprises engaged in these businesses at various multiples of EBITDA. Accordingly, we find EBITDA valuable as an indicator of the underlying value of our businesses. We expect that investors may use EBITDA to judge our ability to generate cash, as a basis of comparison to other companies engaged in the cinema exhibition and real estate businesses and as a basis to value our company against such other companies.

EBITDA is not a measurement of financial performance under generally accepted accounting principles in the United States of America and it should not be considered in isolation or construed as a substitute for net income (loss) or other operations data or cash flow data prepared in accordance with generally accepted accounting principles

in the United States for purposes of analyzing our profitability. The exclusion of various components, such as interest, taxes, depreciation, and amortization, limits the usefulness of these measures when assessing our financial performance, as not all funds depicted by EBITDA are available for management's discretionary use. For example, a substantial portion of such funds may be subject to contractual restrictions and functional requirements to service debt, to fund necessary capital expenditures and to meetother commitments from time totime.

EBITDA also fails to take into account the cost of interest and taxes. Interest is clearly a real cost that for us is paid periodically as accrued. Taxes may or may not be a current cash item but are nevertheless real costs that, in most situations, must eventually be paid. A company that realizes taxable earnings in high tax jurisdictions may, ultimately, be less valuable than a company that realizes the same amount of taxable earnings in a low tax jurisdiction. EBITDA fails to take into account the cost of depreciation and amortization and thefactthat assets will eventuallywearoutand have to be replaced.

Adjusted EBITDA. Using the principles we consistently apply to determine our EBITDA, we further adjust EBITDA for certain items we believe to be external to our core business and not reflective of our costs of doing business or results of operation. Such items may include (i) legal expenses relating to extraordinary litigation and (ii) any other items that can be considered non-recurring in accordance with the two-year SEC requirementfordetermining an item is non-recurring,infrequentorunusualin nature.

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Reading International Inc. published this content on 15 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 December 2022 20:12:05 UTC.