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
FOR
|
%
|
Votes AGAINST
|
%
|
Total Votes Cast (excluding Votes WITHHELD)
|
Votes WITHHELD
|
|
|
|
|
|
|
1.
|
To cancel the admission to trading
on AIM of the ordinary shares of
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.
|
96,047,645
|
99.97
|
31,537
|
0.03
|
96,079,182
|
10,797
|
2.
|
To approve a reverse share split of
the Company's ordinary shares, par value NIS 0.01 per share, at a
ratio of 2-for-1, upon the terms and timing to be determined by the
Board.
|
96,035,200
|
99.96
|
40,282
|
0.04
|
96,075,482
|
14,497
|
3.
|
To remove the provisions of Article
10 and Article 74 and amend Articles 1, 4 and 18 of the articles of
association of the Company
|
96,040,532
|
99.96
|
34,449
|
0.04
|
96,074,981
|
14,998
|
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 Company's independent external
auditor and approved its remuneration.
|
95,981,471
|
99.90
|
100,686
|
0.10
|
96,082,157
|
7,822
|
13.
|
To approve an increase to the share
reserve of the Company's Global Share 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.
|
93,460,983
|
97.28
|
2,609,583
|
2.72
|
96,070,566
|
19,413
|
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 set out in the Circular
provided.
|
92,829,324**
|
96.86
|
3,004,971
|
3.14
|
95,834,295
|
255,684
|
* 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.
For
further information please contact:
Nexxen International
Ltd.
Billy Eckert, Vice President of Investor Relations
ir@nexxen.com
Caroline Smith, Vice President of
Communications
csmith@nexxen.com
Vigo
Consulting (U.K. Financial PR & Investor
Relations)
Jeremy Garcia / Peter Jacob
Tel: +44 20 7390 0230 or 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.