REG - Nexxen International - Results of Annual General Meeting

Nexxen InternationalAnnouncement

20/12/2024 13:00

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RNS Number : 9783Q  Nexxen International Ltd  20 December 2024

20 December 2024

Nexxen International Ltd

("Nexxen" or the "Company")

Results of Annual General Meeting

 

Nexxen International Ltd. (AIM/NASDAQ: NEXN) ("Nexxen" or the "Company"), a
global, flexible advertising technology platform with deep expertise in data
and advanced TV, announces that the Company held its Annual General Meeting
("AGM") earlier today. All of the resolutions proposed at the Company's AGM
were duly passed.

 

Details of votes cast are as follows:

 

 #           Resolutions                                                                    Votes         %      Votes AGAINST  %     Total Votes Cast (excluding Votes WITHHELD)  Votes WITHHELD

FOR

 1.          To cancel the admission to trading on AIM of the ordinary shares of            96,047,645    99.97  31,537         0.03  96,079,182                                   10,797

             NIS 0.01 each in the capital of the Company and to authorise the

             directors of the Company to take all action reasonable or necessary to

             effect such cancellation.
 2.          To approve a reverse share split of the Company's ordinary shares, par value   96,035,200    99.96  40,282         0.04  96,075,482                                   14,497
             NIS 0.01 per share, at a ratio of 2-for-1, upon the terms and timing to be
             determined by the Board.
 3.          To remove the provisions of Article 10 and Article 74 and amend Articles 1, 4  96,040,532    99.96  34,449         0.04  96,074,981                                   14,998
             and 18 of the articles of association of the Company
 4.          To re-elect Christopher Stibbs as an independent non-executive director.       96,041,483    98.95  1,018,686      1.05  97,060,169                                   11,877
 5.          To re-elect Neil Jones as a senior non-executive director.                     95,039,741    98.92  1,040,577      1.08  96,080,318                                   9,661
 6.          To re-elect Joanna Parnell as a non-executive director.                        95,039,531    98.92  1,040,787      1.08  96,080,318                                   9,661
 7.          To re-elect Lisa Klinger as a non-executive director                           95,038,661    98.92  1,041,657      1.08  96,080,318                                   9,661
 8.          To re-elect Norm Johnston as a non-executive director                          96,042,977    99.96  34,975         0.04  96,077,952                                   12,027
 9.          To re-elect Daniel Kerstein as a non-executive director.                       95,045,976    98.93  1,031,974      1.07  96,077,950                                   12,029
 10.         To re-elect Rhys Summerton as a non-executive director.                        96,045,846    99.97  32,106         0.03  96,077,952                                   12,027
 11.         To re-elect Ofer Druker as a director.                                         92,080,588    99.96  36,440         0.04  92,117,028                                   3,972,951
 12.         To re-appoint Somekh Chaikin, Member Firm of KPMG International as the         95,981,471    99.90  100,686        0.10  96,082,157                                   7,822
             Company's independent external auditor and approved its remuneration.
 13.         To approve an increase to the share reserve of the Company's Global Share      93,460,983    97.28  2,609,583      2.72  96,070,566                                   19,413
             Incentive Plan (2011) and an increase to the share reserve of the Company's
             2017 Equity Incentive Plan, as set out in the Circular provided.
 14.         To approve the CEO Compensation Package, as set out in the Circular provided.  85,565,611*   92.91  6,528,544      7.09  92,094,155                                   3,995,824
 15.         To amend the Company's Remuneration Policy for Directors and Executives, as    92,829,324**  96.86  3,004,971      3.14  95,834,295                                   255,684
             set out in the Circular provided.

 

* Vote includes 4,673,355 shares voted by a person with a "Personal interest"
in the item (as defined by the Israeli Companies Law).

** Vote includes 8,722,416 shares voted by a person with a "Personal interest"
in the item (as defined by the Israeli Companies Law).

Notes:

Link Asset Services acted as scrutineer of the poll on all resolutions.

·       A vote "Withheld" is not a vote in law and is not counted in
the calculation of the votes cast "For" or "Against" the resolution.

·       Votes "For" and "Against" are expressed as a percentage of
votes validly cast for that resolution at the AGM, excluding any "Withheld"
votes.

·       As at November 14, 2024 (the record date for the AGM), the
Company's issued share capital consisted of 197,550,375 ordinary shares, with
(i) 58,830,845 ordinary shares held by the Company and reclassified as dormant
shares under the Israeli Companies Law (without any rights attached thereon),
which the Company holds in Treasury, and (ii) 5,629,680 ordinary shares held
by subsidiaries of the Company without any voting rights in accordance with
the Israeli Companies Law. Therefore, the total voting rights in the Company
as at November 14, 2024 (the record date for the AGM) were 133,089,850
ordinary shares.

 

About Nexxen

Nexxen empowers advertisers, agencies, publishers and broadcasters around the
world to utilize data and advanced TV in the ways that are most meaningful to
them. Our flexible and unified technology stack comprises a demand-side
platform ("DSP") and supply-side platform ("SSP"), with the Nexxen Data
Platform at its core. With streaming in our DNA, Nexxen's robust capabilities
span discovery, planning, activation, monetization, measurement and
optimization - available individually or in combination - all designed to
enable our partners to achieve their goals, no matter how far-reaching or
hyper niche they may be.

Nexxen is headquartered in Israel and maintains offices throughout the United
States, Canada, Europe and Asia-Pacific, and is traded on the London Stock
Exchange (AIM: NEXN) and NASDAQ (NEXN). For more information, visit
www.nexxen.com (http://www.nexxen.com) .

For further information please contact:

Nexxen International Ltd.

Billy Eckert, Vice President of Investor Relations

ir@nexxen.com (mailto:ir@nexxen.com)

Caroline Smith, Vice President of Communications
csmith@nexxen.com (mailto:csmith@nexxen.com)

Vigo Consulting (U.K. Financial PR & Investor Relations)

Jeremy Garcia / Peter Jacob

Tel: +44 20 7390 0230 or nexxen@vigoconsulting.com
(mailto:nexxen@vigoconsulting.com)

Cavendish Capital Markets Limited

Jonny Franklin-Adams / Seamus Fricker / Rory Sale (Corporate Finance)

Tim Redfern / Jamie Anderson (ECM)

Tel: +44 20 7220 0500

 

Forward Looking Statements

 

This press release contains forward-looking statements, including
forward-looking statements within the meaning of Section 27A of the United
States Securities Act of 1933, as amended, and Section 21E of the United
States Securities and Exchange Act of 1934, as amended. Forward-looking
statements are identified by words such as "anticipates," "believes,"
"expects," "intends," "may," "can," "will," "estimates," and other similar
expressions. However, these words are not the only way Nexxen identifies
forward-looking statements. All statements contained in this press release
that do not relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements regarding
the anticipated benefits and potential timing of the Company's proposed ADR
exchange and termination, reverse split and AIM delisting, the benefits of all
the Company's resolutions passing as well as any other statements related to
Nexxen's future financial results and operating performance. These statements
are neither promises nor guarantees but involve known and unknown risks,
uncertainties and other important factors that may cause Nexxen's actual
results, performance or achievements to be materially different from its
expectations expressed or implied by the forward-looking statements,
including, but not limited to, the following: negative global economic
conditions; global conflicts and war, including the war and hostilities
between Israel and Hamas, Hezbollah and Iran, and how those conditions may
adversely impact Nexxen's business, customers and the markets in which Nexxen
competes; changes in industry trends; the risk that Nexxen will not realize
the anticipated benefits of its acquisition of Amobee and strategic investment
in VIDAA; and, other negative developments in Nexxen's business or
unfavourable legislative or regulatory developments. Nexxen cautions you not
to place undue reliance on these forward-looking statements. For a more
detailed discussion of these factors, and other factors that could cause
actual results to vary materially, interested parties should review the risk
factors listed in the Company's most recent Annual Report on Form 20-F, filed
with the U.S. Securities and Exchange Commission (www.sec.gov) on March 6,
2024. Any forward-looking statements made by Nexxen in this press release
speak only as of the date of this press release, and Nexxen does not intend to
update these forward-looking statements after the date of this press release,
except as required by law.

Nexxen, and the Nexxen logo are trademarks of Nexxen International Ltd. in the
United States and other countries. All other trademarks are the property of
their respective owners. The use of the word "partner" or "partnership" in
this press release does not mean a legal partner or legal partnership.

 

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