Set forth below is our Company's "Whistleblower Policy" as developed by our Audit and Conflicts Committee and approved by our Board of Directors.

Whistleblower Policy

Purpose: To establish a process by which employees may disclose to the Audit Committee of the Board of Directors ("Audit Committee") alleged (1) improper accounting or auditing matters, (2) fraud or (3) breaches of the Company's financial and internal controls (collectively "Accounting Matters").

Making a Disclosure: An employee who becomes aware of Accounting Matters must make a report of the foregoing as soon as practical after becoming aware of the conduct. Company employees should primarily report such matters to the Chief Financial Officer, Chief Legal Officer, or Chief Executive Officer, in which case, a letter should be addressed and mailed as follows:

Personal and Confidential
Chief (Financial/Legal/Executive) Officer
Reading International, Inc.
500 Citadel Drive
Suite 300
Commerce, CA 90040

However, where an employee does not feel comfortable addressing the matter to these individuals, such employee may make such report to the Audit Committee. Employees may make reports to the Audit Committee by mailing a letter addressed as follows:

Personal and Confidential – to be opened only by addressee
Chair of the Audit Committee
Reading International, Inc.
500 Citadel Drive
Suite 300
Commerce, CA 90040

As soon as practical after receipt of the report, the Audit Committee will nominate a director to handle the report who does not have a conflict of interest in the matter being investigated (the “Handling Director”). The Handling Director and/or his designees will conduct an investigation into the allegations and will take any necessary corrective action that they deem appropriate. Where the Handling Director determines the employee’s allegations do not involve Accounting Matters, the Handling Director shall refer the matter to the appropriate Company officer to address the employee’s concerns.

False Allegations of Wrongful Conduct: An employee who knowingly makes false allegations shall be subject to discipline, up to and including termination of employment, in accordance with Company policies and procedures and applicable law.

No Adverse Action: No adverse personnel action may be taken against an employee in retaliation for making a complaint or any disclosure of information under this policy or otherwise pursuant to law, which information the employee in good faith believes evidences actual or potential Accounting Matters. No employee with authority to make or materially influence significant personnel decisions shall take or recommend an adverse personnel action against an employee in retaliation for reporting such alleged wrongful conduct. Any employee found to have so violated this policy shall be disciplined, up to and including termination, in accordance with existing Company policies, and procedures and applicable law.

It shall not be a violation of this policy to take adverse personnel action against an employee where legitimate business reasons warrant separate and apart from that employee's making a report.

Retaliation Complaints: As soon as an employee is notified or becomes aware of an adverse personnel action against him or her and if the employee believes the action was based on his or her prior report of actual or potential violations of applicable laws and regulations regarding the Company's audits or internal controls to the Audit Committee, he or she may protest the action by filing a written complaint with the Company's Chief Legal Officer. The Chief Legal Officer, on receipt of such a complaint, will investigate such complaint promptly and thoroughly. If the Chief Legal Officer has a conflict of interest in the matter being reviewed, he will appoint a substitute officer to handle the complaint. The Chief Legal Officer shall notify the complainant in writing of the results of the review and whether the adverse personnel action is affirmed, reversed, or modified in a timely manner.

Retention of Reports: Any allegations submitted and investigations performed under this policy shall be retained in confidential files by the Company for a period of seven (7) years from the date the matter was resolved.