Vote as soon as possible
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK AND/OR SERIES A PREFERRED STOCK (OR APES REPRESENTING SUCH SHARES OF SERIES A PREFERRED STOCK) YOU OWN. Regardless of whether you plan to attend the Special Meeting, it is important that your shares of Common Stock and/or Series A Preferred Stock (or APEs representing such shares of Series A Preferred Stock) be represented and voted at the Special Meeting, and we hope you will vote as soon as possible. You may vote by submitting a proxy over the internet or by telephone, or by mailing the enclosed proxy or voting instruction card pursuant to the instructions provided in the accompanying proxy statement (as applicable), or by attending the Special Meeting in person.
AMC ENTERTAINMENT HOLDINGS, INC.
One AMC Way
11500 Ash Street
Leawood, Kansas 66211
Re: Special Meeting to Increase the Number of Authorized Shares of Common Stock and Authorize a 1 for 10 Reverse Stock Split of our Common Stock to Enable Conversion of AMC Preferred Equity Units into Shares of Common Stock
You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of AMC Entertainment Holdings, Inc. (the “AMC”, the “Company,” “we”, “our” or “us”), to be held on March 14, 2023 at 11:00 a.m. (Central Time), at AMC Theatre Support Center, located at One AMC Way, 11500 Ash Street, Leawood, Kansas 66211, unless postponed or adjourned to a later date. The purpose of the Special Meeting is to vote on amendments to the Company’s Certificate of Incorporation that, together, if approved will enable the Company’s AMC Preferred Equity Units (“APEs”) to convert into shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”) as a result of an increase the number of authorized shares of Common Stock and a reverse split of our Common Stock.
The ProposalsThe Company is holding the Special Meeting for the following purposes, as more fully described in the accompanying proxy statement:
1. Proposal No. 1: To approve an amendment to our Third Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to increase the total number of authorized shares of Common Stock from 524,173,073 shares of Common Stock to 550,000,000 shares of Common Stock (the “Share Increase Proposal”);
2. Proposal No. 2: To approve an amendment to our Certificate of Incorporation to effectuate a reverse stock split at a ratio of one share of Common Stock for every ten shares of Common Stock, which together with the Share Increase Proposal, shall permit the full conversion of all outstanding shares of Series A Preferred Stock into shares of Common Stock (the “Reverse Split Proposal” and collectively with the Authorized Share Increase Proposal, the “Charter Amendment Proposals”); and
3. Proposal No. 3: To approve one or more adjournments of the Special Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Charter Amendment Proposals (the “Adjournment Proposal”).
Each of the Share Increase Proposal and the Reverse Split Proposal is cross-conditioned on the approval of the other, such that approval of both proposals is required for each of them to take effect.
In order to effect the conversion of APEs into Common Stock, stockholders must approve BOTH the Share Increase Proposal and the Reverse Split Proposal. The Share Increase Proposal alone will not create sufficient authorized Common Stock, without the Reverse Split Proposal, to enable the conversion to occur. Nor will the Reverse Split Proposal alone satisfy the terms of the Series A Preferred Stock to enable the conversion to occur. Details regarding how to attend the Special Meeting and the Share Increase Proposal, the Reverse Split Proposal and the Adjournment Proposal are more fully described in the accompanying notice of special meeting of stockholders and proxy statement. The Company encourages you to read the entire proxy statement, and the other annexes to the proxy statement, carefully and in their entirety