We continue to invest in, and bolster, our technology stack and capabilities across the Tremor platform. This has been achieved both through M&A, such as the $14.7 million strategic acquisition of Spearad, a global CTV ad server and header bidder; and by forging new partnerships, for example, our Global Data Partnership with VIDAA, which becomes effective May 2022. The acquisition of Spearad has strengthened the Group’s technology stack in CTV and video, and it is anticipated that our VIDAA relationship will provide significant growth opportunities both in the US and internationally towards the end of 2022 and beyond.

Furthermore, we successfully delivered on our product roadmap during 2021, launching a number of new products and features during the year, including our Programmatic TV Marketplace and Content-Level Targeting, deepening our differentiation within CTV, a key pillar in helping Tremor prepare for potential industry challenges such as changes to data privacy regulations.

As of 31 December 2021, Tremor had net cash of $367.7 million, an increase from last year of $ 270.3 million and the Board continually evaluates the best use of this capital to create value for its stakeholders. This includes share buybacks, as evidenced by the $75 million programme we announced post year-end in February 2022, with the aim to return value to shareholders and capitalise on the discounted valuation opportunity. Simultaneously, we continuously evaluate acquisition opportunities including consolidation plays, which would add significant scale to the Group, as well as the addition of capabilities which improve our platform; in tandem with exploring further potential strategic partnerships.

Our results for 2021 are very strong and have exceeded expectations, but we are very conscious of the potential impact of external factors on the advertising industry and stock markets in these unprecedented times, with factors including the recovery from the pandemic, supply chains constraints and, inflationary pressures tied in with present global economic and geopolitical uncertainty. Whilst we cannot control these macro headwinds, we remain confident in the strength of our business in managing these issues.

Finally, on behalf of the board of directors and management team at Tremor, I would like to thank the entire team around the world for their commitment and hard work during these challenging times.

The extraordinary progress that our company achieved in 2021 is a testament to the resilience of our team and business.

CHRISTOPHER STIBBS 

Non-Executive Chairman

15 March 2022

INTRODUCTION

Tremor delivered a record performance across 2021 both in terms of growth and profitability, which continues to validate our strategy of establishing Tremor as the go-to end -to-end business platform specialising in CTV, video and data. Despite the macroeconomic challenges posed by continued pandemic-related headwinds and global supply chain issues, we are seeing ongoing momentum within the business and remain encouraged by the results we are generating.

In the year-ended 31 December 2021, the Company delivered record Contribution ex-TAC of $302.0 million (2020: $184.3 million), reflecting 64% organic growth, and Adjusted EBITDA of $161.2 million (2020: $ 60.5 million), representing an organic increase of 166%. Pleasingly, our Contribution ex-TAC generated internationally increased organically by 33% to $26.8 million (2020: $20.1 million). This robust organic growth was underpinned by strong adoption of our data-powered end-to-end technology platform, increased CTV spend and ongoing robust traction within self-service and tech-enabled programmatic activity.

As of 31 December 2021, the Group held net cash of $367.7 million, an increase of $270.3 million versus the prior year. This was achieved by both by our highly cash generative and profitable business model and our successful dual listing on NASDAQ in June 2021, which generated $134.6 million in cash proceeds. Going forward, we believe that our strong

balance sheet will enable us to maintain sustained growth both organically and through potential M&A. In addition, our cash position enabled us to initiate a $75 million share buyback programme post period-end in March 2022, with the aim of generating increased value for shareholders in both the near and long term future. .

OPERATIONAL REVIEW

End-to-end technology stack

We believe Tremor’s unique end-to-end strategy elevates our offering above those of our peers, and in an increasingly competitive market, is a key differentiating factor for the business as we continue to grow. The model comprises a Demand Side Platform (DSP), Data Management Platform (DMP), Supply Side Platform (SSP), and, most recently, a CTV ad server and Header bidder following our acquisition of Spearad in October.

Our strong focus on product development and successful integration of multiple key acquisitions over the past few years has resulted in a vast, intuitive, and data-driven platform with the ability to service a wide variety of customers across almost all digital channels. We firmly believe that end-to-end is the most efficient operating model in the industry, providing simplicity, greater reach and usage of data, improved supply path optimisation, and increased transparency, all of which enhance returns for customers.

We are able to capitalise on our strong relationships with both advertisers and media partners by connecting them directly via our platform. Customers leveraging us for their end-to-end buying needs enjoy strong pricing advantages as we consolidate all transaction fees within one ecosystem to maximise the proportion of advertisers’ budgets going to publishers. Accordingly, our end-to-end platform helped us generate a strong 2021 net customer retention rate of 150.3%, further evidence of the effectiveness of our model and its ability to aptly fulfil our customers’ holistic needs.

CTV and video

CTV and video remain key growth drivers for Tremor, generating 27% and 80% of our Contribution ex-TAC respectively in 2021. We were pleased to see revenue increase by 118% for CTV and 69% for video over the course of the year and believe these segments will continue to drive growth in 2022 and beyond. This has been further reinforced by certain of our peers increasing focus in these areas, however, given our successful track-record within these segments, we believe Tremor is intrinsically at an advantage.

With research consensus currently projecting ad spend in the US to increase by between 15% and 25% by 2025, it is clear that our significant existing footprint in this fast-growing industry leaves us well-positioned to capitalise on the predicted surge in demand for programmatic advertising solutions. Our recent acquisition of Spearad, exclusive global ACR data partnership with VIDAA, and launch of Programmatic TV Marketplaces are evidence of our commitment to continually enhancing and diversifying our offering within the broader CTV ecosystem, and we believe will help us to retain our competitive edge over industry peers in the coming years.

New business wins

We have been delighted with the ongoing new business momentum we achieved throughout 2021.

Our SSP, Unruly, markedly increased its reach, adding 77 new US supply partners in the second half of the year across a number of growth verticals including sports, entertainment and lifestyle, as well as with OEMs and Multicast Video On-Demand businesses. We also continue to receive excellent feedback from premium CTV partners on our self-service solution for publishers, Unruly CTRL..

Our data-driven creative studio, Tr.lY, also played a pivotal role in empowering campaigns and enhancing engagement in a meaningful manner. It provides a key differentiator for Tremor, enabling us to drive higher levels of campaign spend to our platform from both new and existing customers.

Acquisition of Spearad

In October 2021, we completed the strategic acquisition of Spearad, a global CTV ad server and header bidder with a robust user interface and advanced tools for ad pod monetisation. Tremor will seek to leverage Spearad’s advanced technical capabilities to capture a larger segment of global CTV inventory via both current and future media partners. Spearad’s technology will also enable Tremor to strengthen and extend customer relationships by providing enhanced control over CTV inventory and further opportunities to drive additional revenue growth. We expect to begin to see the main contribution from the acquisition in the second half of 2022 and beyond.

Strategic partnership with VIDAA

Q4 2021 also saw us further strengthen our CTV and data capabilities by securing a major strategic partnership with VIDAA, a subsidiary of Hisense. VIDAA is the operating system for major OEMs that include Hisense, Toshiba and others. With a distribution that currently spans approximately 20 million smart TVs worldwide, and with this expected to grow to more than 40 million in the coming years, VIDAA is a commercially significant partner for Tremor.

In Q2 of 2022, we expect to gain exclusive global access to VIDAA’s ACR data, enabling us to dramatically bolster our targeting capabilities and rapidly expand our reach both in the US and internationally. We expect to monetize our partnership through growth in key markets including Canada, Australia, Germany and the UK starting in the second half of 2022.

FUTURE-PROOFING OUR PLATFORM

We believe Tremor’s robust data footprint, end-to-end technology platform, and core focus on CTV leaves us well-positioned to adapt and evolve our business strategy to overcome both industry-level and broader macro-economic challenges.

The potentially disruptive impact of changing data privacy regulations on ad-tech companies’ business operations has been a consistent talking point within the investment community in recent years, particularly with regards to IDFA changes, cookie deprecation, and following Google’s announcement of its ‘Privacy Sandbox’ initiative on Android.

Despite these uncertainties, we remain confident in the overall resilience of our business. Our DSP and SSP share the same audience graph, eliminating the risk of data loss when syncing platforms, and ensuring that our end-to-end solution is aptly configured to facilitate the smooth implementation of any future changes required from a data privacy perspective.

Our reliance on cookies from a revenue standpoint is also relatively low, insulating us from any associated headwinds relative to industry peers with higher levels of third-party cookie exposure. We believe this unique combination of factors will enable us to continue to deliver for our customers in the face of ever-tightening industry regulations and a rapidly evolving ad-tech landscape.

With regards to challenges associated with supply chain constraints and inflation, we saw evidence of lower advertising spends during Q4 2021 which continued into Q1 2022. Supply pressures, and associated reductions in ad spend, were particularly pronounced in sectors such as automotive and electronics due to acute global chip shortages. However, the highly diversified nature of our customer base and revenue streams has helped to offset any significantly adverse impact on our overall business, with Tremor seeing additional demand in other industry segments, such as CPG.

GROWTH STRATEGY

Our performance across 2021 was a solid endorsement of our ability to deliver against our ambitious growth strategy, and we firmly believe that we have a strong growth trajectory ahead of us. We intend to further capitalise on the rapidly-expanding marketplace within which we operate, with our core growth engines remaining focused around CTV and Programmatic activity, such as PMP and self-serve platforms.

SUMMARY AND OUTLOOK

2021 was the culmination of a highly transformational period for Tremor. We achieved excellent organic revenue and adjusted EBITDA growth and our data driven end-to-end technology platform, with a sharp on CTV and Video, continues to receive high levels of market adoption. End-to-end is increasingly becoming the preferred model for advertisers and media customers due to its simplicity, ability to adapt to industry and macro trends, and insulation from future changes to data privacy regulations.

Our growth profile and efficient end-to-end solution are the basis of our strong profitability and healthy balance sheet, the combination of which helps to facilitate a healthy pipeline of growth opportunities. The highly cash-generative nature of the business remains a key asset, providing us with the means to expand our investment in technology, sales and marketing to support organic growth, whilst also supplying the capital required to continually evaluate and execute exciting potential M&A opportunities.

In the immediate term, we will continue to leverage our newly added products and strategic partnerships, to further augment the platform, whilst returning significant value to shareholders through our $75 million buyback. Looking to the future, we believe Tremor remains ideally positioned to capitalise on a rapidly expanding digital advertising and CTV market both in the US and internationally, and we look forward to delivering on our operational and strategic objectives to achieve our growth aspirations.

I would like to take this opportunity to thank everyone at Tremor for their hard work and commitment throughout what has been another truly remarkable year for the business. Although 2021 was at times challenging, the superior talent and dedication of our people was showcased through the continued expansion of our market-leading ad-tech offering and successful execution of our ambitious growth strategy, both of which laid the foundation for another excellent annual performance.

OFER DRUKER

Chief Executive Officer

15 March 2022

In June 2021, we were extremely pleased to have successfully completed a dual listing on NASDAQ which generated $134.6 million in cash proceeds, net of issuance costs. The dual listing also enabled strong exposure to US markets, greater access to capital and increased access to a broader investor base.

Adjusted EBITDA increased by $100.7 million from $60.5 million for the year ended 31 December 2020 to $161.2 million for the year ended 31 December 2021. The increase was primarily driven by strong customer adoption of data-powered end-to-end technology platform, increased CTV spend, and robust traction within self-service and tech-enabled programmatic activity.

Revenue increased by $130 million, or 61.4%, to $341.9 million for the year ended 31 December 2021 from $211.9 million for the year ended 31 December 2020. Approximately $105 million of the increase was attributable to the growth of our Programmatic businesses as advertiser spend on CTV increased and we experienced significantly greater adoption of our self-service and various tech-enabled programmatic offerings. The remainder of the revenue increase was attributable to the growth of our Performance business.

Cost of revenues (exclusive of depreciation and amortization) increased by $11.8 million, or 19.8%, to $71.6 million for the year ended 31 December 2021 from $59.8 million for the year ended 31 December 2020. The increase was primarily driven by increased revenue in our Performance activity.

Gross profit margin increased by 10%, to 79% for the year ended 31 December 2021 (2020: 72%). This is primarily attributable to revenue growth within our Programmatic businesses outpacing cost of revenue growth driven largely by increased revenue within our Performance activity.

Research and development expenses increased by $5.2 million, or 38.9% to $18.4 million for the year ended 31 December 2021 from $13.3 million for the year ended 31 December 2020. This increase was primarily driven by a $2.6 million increase in personnel costs due mainly to increases head count, growth and increased share-based compensation of $2.9 million. This was partially offset by the decrease in expense for research and development and engineering tools and services of $0.5 million attributable to operational efficiencies.

Selling and marketing expenses increased by $5.8 million or 8.5% to $74.6 million for the year ended 31 December 2021 from $68.8 million for the year ended 31 December 2020. This increase was mainly driven by increased commission cost of $2.7 million resulting from our business growth and share based compensation expenses of $2.6 million.

General and administrative expenses increased by $33.8 million or 114.0% to $63.5 million for the year ended 31 December 2021 from $29.7 million for the year ended 31 December 2020. This increase was primarily driven by (i) an increase personnel costs of $2.5 million related to the special bonus awarded in connection with the completion of our initial public offering (ii) our share-based compensation expenses of $22.8 million related the grant of RSUs and PSUs for the executive officers and directors of the Company under our equity incentive plans, (iii) $6 million of expenses in doubtful debts related to a specific and probability weighted estimate which is consistent with our overall growth in activities and (iv) professional services of $ 2.4 million mainly as a result of expenses related to being a public reporting company in the United States.

As of 31 December 2021, our net cash* increased by 277%, from $97.5 million for the year ended 31 December 2020 to $367.7 million for the year ended 31 December 2021. This increase was primarily driven by (i) the net cash provided by operating activities of $170.1 million, and (ii) the net cash provided by financing activities of $116.9 million, which was driven largely by the generation of $134.6 million net of issuance costs, from our dual-listing on NASDAQ in June 2021 as well as proceeds from the exercise of share options of $1.4 million. Net cash provided by financing activities was partially offset by acquisition of own shares of $6.6 million and leases repayment of $10.0 million, as well as payment of financial liability of $2.4 million. Our overall net cash balance was partially offset by net cash used in investing activities of $16.5 million, which is derived from acquisition of subsidiaries, net of cash acquired of

$11.0 million, acquisition and capitalization of intangible assets of $5.0 million as well as the acquisition of fixed assets of $3.4 million. This net usage of cash by investing activities was partially offset by lease payment receipt of $2.5 million and proceeds from sale of business unit of $0.4 million.

SAGI NIRI

Chief Financial Officer

15 March 2022

*Net cash is defined as cash and cash equivalents less short and long-term interest-bearing debt including capital leases

The Board is responsible to shareholders for the effective direction and control of the Company, with the aim of generating long-term success for Tremor. This report describes the framework for corporate governance and internal controls that the directors have established to enable them to carry out this responsibility.

The directors recognise the importance of high standards of corporate governance and have chosen to adopt the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”) as the basis of the Company’s governance framework. This is in line with the London Stock Exchange’s AIM Rules requiring all AIM-listed companies to adopt and comply with a recognised corporate governance code. As an Israeli company, the Company also complies with the corporate governance provisions of Israel’s Companies Law, 5759-1999 (the “Companies Law”), and the City Code on Takeovers and Mergers does not apply to the Company. In addition, the Company is subject to the corporate governance rules of the U.S. Securities and Exchange Commission (the “SEC”) and NASDAQ as described in the Company’s filings with the SEC.

The Board believes that good corporate governance reduces risks within the business, promotes confidence and trust amongst its stakeholders and is an important part of the effectiveness and efficiency of the Company’s management framework.

The QCA Code includes ten broad principles that the Board strives to implement in order to deliver on its responsibilities to the Company’s shareholders. The table below references how the Board complies with the principles of the QCA Code. The QCA Code can be found on the QCA’s website: www.theqca.com.

DELIVER GROWTH

1. Establish a strategy and business model which promote long-term value for shareholders 

Tremor consistently reiterates its strategy in both its communications, which include RNS, filings with the SEC and presentations to stakeholders, and its financial results statements.

We believe that programmatic advertising is still an underpenetrated market that will experience robust growth over the next decade as ad budgets continue to shift to digital and digital continues to shift towards programmatic execution. We intend to capitalize on these secular trends by pursuing growth opportunities that include:

CTV is the fastest growth format within digital advertising, and this trend is expected to continue over the next several years according to eMarketer. In the United States, CTV ad spend is expected to grow at a CAGR of 24.3% from 2021 to 2025, and Video is expected to grow at a CAGR of 15.0%, reaching $105.6 billion by 2025. Digital video and CTV comprised 91% of our revenue without performance activity for the year ended December 31, 2021, and has been a core focus for us since inception. We plan to leverage our existing expertise in Video and CTV to increase our market share and introduce new technologies and solutions.

As we grow our market share and add new customers, we continue to invest in our technology stack and develop new innovative products. We are continuously trying to introduce new innovative solutions and products to the rapidly evolving digital advertising market. Some potential areas of growth and investment include enhancing our proprietary data sets, enhancing our CTV solution capabilities and marketplace, audience targeting, expanding our alternative identifier solutions and enhancing our global platform coverage capabilities.

We are providing customers with creative alternatives to plan and execute their campaigns giving them complimentary scale and opportunities to enhance current audience targeting strategies. For example, we offer, and will continue to enhance, contextual targeting solutions from content data collected via our publisher partnerships as well as third-party solutions integrated into our ecosystem.

There is market movement away from cookie-based tracking which has created an increase in demand for alternate solutions. We have partnerships, and are integrating, with major alternative identifier solutions such as IdentityLink and Unified ID 2.0. We are committed to helping define and support new privacy requirements and identifier mechanisms as the industry standards evolve. We believe that not everyone in the industry will adopt a single solution alternative to cookie-based tracking and we are building our platform to support various identifier solutions.

We are constantly improving functionality on our platform to attract new customers and encourage our existing customer base to allocate more of their ad spend and ad inventory to our platform. We believe as programmatic gains more widespread adoption and brands and publishers continue to focus on Video and CTV, we are strongly positioned to increase our customer base and generate additional revenue from existing customers.

We continue to acquire new publishers and advertisers globally and invest in expanding our global footprint, providing significant global demand and supply of digital ad impressions across all channels and formats. We will continue to invest in third-party integrations, maintaining and enhancing our platform’s flexibility. We are leveraging our existing technology stack to provide innovative solutions to new and existing customers regardless of location or platform. We consistently innovate and develop new tools and products that enable our customers to maximize their benefit from using our platform and services.

We leverage real-time data, artificial intelligence and machine learning capabilities to synthesize, aggregate and contextualize vast amounts of data sets to help our advertisers and publishers optimize their digital ad spend/ inventory. Our DMP solution was architected to be flexible, which allows us to deliver impactful and unique insights that are agnostic to format or device type. By owning our own proprietary DMP solution, we are able to provide robust analytics, insights, and better segmentation on a global basis. We believe this gives us a large competitive advantage and enables higher ROI to our advertisers and optimal yield on digital inventory to our publishers.

We have been successful in past acquisitions and may direct our industry experience and focus to identify future complementary acquisitions to further broaden our scale and technology solutions. To the extent we identify attractive acquisition opportunities, we have the experience, leadership and track record to successfully execute strategic transactions and integrate acquired businesses into our platform.

The key challenges to the business and how these are mitigated are detailed on pages 27 to 30 of this report.

2. Seek to understand and meet shareholder needs and expectations 

Tremor encourages dialogue with both its institutional and private shareholders, responding quickly and with transparency to all queries received. The Company provides the contact details for its IR advisers on its website. Tremor also engages with investors via its brokers in the UK, finnCap and Stifel.

Ofer Druker, Tremor’s CEO, Sagi Niri, Tremor’s CFO, and William Eckert, Tremor’s IR Director, meet regularly with institutional investors, usually in relation to the issuance of financial results, and endeavour to accommodate all meeting requests from investors.

The Board recognises the AGM as an important opportunity to meet private shareholders, however the Covid-19 pandemic has meant that shareholders were unable to attend the 2020 nor 2021 AGMs in person. The directors – both non-executive and executive – are typically also available to speak to shareholders informally immediately following the AGM. The Company’s executive directors hosted an investor presentation in November 2021 specifically to engage with the private investor community.

We have an active and engaged board, and a Chairman who regularly liaises with the Company's shareholders. Regular reports are provided to the Board on meetings with shareholders and any concerns are communicated.

Tremor also seeks to meet the needs of shareholders on an ad hoc basis where necessary, such as with webcasts and separate presentations attended by analysts and private investors.

3. Take into account wider stakeholder and social responsibilities and their implications for long-term success 

Tremor’s management team encourages employees to share their feedback, ideas, and thoughts by promoting a transparent organisational culture and an “open door” policy. Employees share their feedback with their managers on a regular basis one-on-one. Those participating in the leadership programmes are asked to share their thoughts in group discussions and provide any feedback they might have in regard to management, culture and the Company’s actions. The Company also introduced internal surveys to garner employee feedback and satisfaction and to receive suggestions. The Company shares its list of core values with all employees, which are the foundation of its culture: “I C.A.N.” (Each day, we strive to be as Innovative, Committed + Collaborative and Authentic as possible, with No Ego).

Staff retention rate is a key consideration and is a factor in determining the bonus payment of the executive directors. Retention is also a matter reported on to the Board. Each year (with the exception of 2020 and 2021 due to COVID-19), at least one board meeting is held at the Company’s headquarters in Israel, where the non-executive directors interact with the employees and present to them.

The Company communicates and builds relationships with external stakeholders via its marketing efforts, including social media, events, PR, direct marketing and online advertising. The Company offers to meet with stakeholders at regular events globally, and occasionally directly contacts investors to offer meetings. During 2021, Tremor also appointed William Eckert to run the Company’s investor relations from an internal perspective.

Tremor has a ‘People & Culture’ programme, which includes providing employees with opportunities for volunteering in the community – with a particular focus on education – such as tutoring young people and collaborating with schools that care for underprivileged children. Tremor also regularly donates to charitable organisations.

4. Embed effective risk management, considering both opportunities and threats, throughout the organisation 

The risks to the business and how these are mitigated are detailed on pages 27 to 30 and its internal control measures on page 24 of this report.

Both the executive directors and senior managers are responsible for reviewing and evaluating risk on an ongoing basis and the Board considers risks to the business at every board meeting. The Board also allocates certain meetings to have a more in-depth review of strategy and risk.

The Audit Committee of the Board consults with external advisers, including the internal auditor, as/when needed to support execution on strategy and risk mitigation, such as holding executive sessions with KPMG to discuss the audit process and the manner in which the Company’s finance team is expanding to address the significant international growth of the business.

MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK

5. Maintain the Board as a well-functioning, balanced team led by the chair 

The composition, roles and responsibilities of the Board and its committees are set out on pages 20 to 24 of this report. The number of meetings of the Board and the committees are also detailed.

High level and in-depth analytic materials, including the minutes from the prior meeting, are sent in a timely manner ahead of each committee or board meeting allowing Board members adequate time to review them. After each meeting, the minutes are sent to the chair for review and approval. All directors have direct access to the advice and services of the Company Secretary and are able to take independent professional advice in the furtherance of the duties, if necessary, at the Company’s expense.

The composition of the Board is outlined on pages 14 to 15 of this report.

The time devoted by directors to their duties varies depending on the activities of the company. In 2021, the board held 18 meetings. Each year (with the exception of 2020 and 2021 due to COVID-19), the Board typically holds at least one 3-day meeting to review strategy and interact with senior managers. All executive directors work full-time for Tremor and the non -executive Chairman spends a minimum of three to four days per month on Tremor business. This is primarily typically via in-person or virtual meetings, or phone calls with management, brokers and shareholders. The other non-executive directors spend a minimum of two days per month on their duties, primarily through typically formal face-to-face meetings, although these were also hosted virtually during 2021 and phone calls with management and other board members.

6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities 

The composition of the Board and the credentials of the individual directors are outlined on pages 14 to 15 of this report. All of the directors remain active in the media and marketing industry – working for public and private companies – which ensures that their skillsets remain highly complementary to the Tremor business.

The Sustainability, Nominating and Governance Committee of the Board oversees the hiring process and makes recommendations to the Board on new board appointments as well as re-election of existing directors. Prior to any new member joining the Board, a search for candidates is conducted, with any subsequent appointment made on merit, against objective criteria, and with due regard for the benefits of diversity on the Board, including gender. The Sustainability, Nominating and Governance Committee also considers succession planning.

7. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement 

The Board currently runs a self-evaluation process on its effectiveness and encourages open and transparent communication.

All directors are subject to re-election by the shareholders each year (excluding the non-executive directors, who were formerly classified as external directors and will be subject to re -election every year commencing 2023, in accordance with Israeli law).

The executive directors are subject to an annual performance review during which they are measured against pre-set criteria.

The Board constantly looks to ensure that the executive management of the Company evolves. The Company conducts a leadership programme to ensure talent can be promoted within the business. If there are skills gaps, the Company looks to fill those externally. At present, the directors are confident there is sufficient talent within the Company to be able to appoint new leadership from within.

8. Promote a corporate culture that is based on ethical values and behaviours 

Tremor’s ‘People & Culture’ programme is designed to preserve the culture of the Company. It includes “lecture of the month” which is used to present different private and public social initiatives that aim to encourage employee volunteering and social awareness. Tremor also offers volunteering opportunities directly to its employees.

The Company has a ‘Leadership Programme’ that is designed to facilitate career progression while promoting leadership based on Tremor’s core values and ethical behaviour. Similarly, the Company’s recruiting efforts and methods are based on the notion of being the culture’s gate keepers: aiming to recruit people who are a cultural fit and share a common ground of ethical values and behaviours.

The Company’s senior management team observes the culture of the Company in operation at the local business units (throughout its geographies) through visits and maintaining company culture is a matter discussed by the Board. The Board also maintains regular dialogue with company management outside of the executive directors to monitor the disposition of the broader employee-base and ensure the continuation of a healthy, growth-oriented culture.

9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the Board 

The Corporate Governance Report on pages 15 to 19 of this report details the corporate governance structures and processes for the Company.

BUILD TRUST

10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders 

Tremor describes its communication practices in its annual report under ‘Relationship with Shareholders’ (page 24 of this report).

BOARD OF DIRECTORS 

The Board is responsible for the overall strategy and financial performance of the Company and has a formal schedule of matters reserved for its approval. In order to lead the development of the strategy of the Company and the progress of financial performance, the Board is provided with timely and comprehensive information that enables the Board to review and monitor the performance of the Company and to ensure the Company is able to achieve its strategic goals.

Board Composition 

The Board is currently comprised of three executive directors, Ofer Druker, Yaniv Carmi and Sagi Niri, and six non-executive directors, Christopher Stibbs (Chairman of the Board), Neil Jones, Joanna Parnell, Lisa Klinger, Rebekah Brooks and Norman Johnston. The balance between executive and non-executive directors does not allow any group to dominate the Board’s decision making.

Collectively, the non-executive directors bring a valuable range of expertise in assisting the Company to achieve its strategic aims. The effectiveness of the Board benefits from the following skills and experience which the current Board members possess: advertising, media, finance and accounting, governance, research and development and technology expertise.

Operation of the Board 

The Company Secretary, Yaniv Carmi, together with Chief Financial Officer, Sagi Niri, are responsible for ensuring that the Company complies with the statutory and regulatory requirements and maintains high standards of corporate governance. They support and work closely with the Chairman of the Board, the Chief Executive Officer and the Board committee chairs in setting agendas for meetings of the Board and its committees and support the transfer of timely and accurate information flow from and to the Board and the management of the Company.

The Board holds its meetings in accordance with its scheduled calendar. During 2021, the Board met virtually on 18 occasions. The Board also holds regular telephone calls to update the members on operational and other business, and the Board convenes occasionally for additional updates and conversations on ad-hoc emerging matters that arise in-between the scheduled Board meetings. A majority of the Board members, which constitutes the legal quorum for a board meeting, attended each of the board meetings. Each board meeting is preceded by a clear agenda and any relevant information is provided to directors in advance of the meeting.

An agreed procedure exists for directors in the furtherance of their duties to take independent professional advice. Newly appointed directors are to be made aware of their responsibilities through the Company Secretary. The Company provides the directors with training sessions via internal meetings, presentations and conversations which are conducted by Company advisors, management and other relevant persons during the year in order to enable greater awareness and understanding of the Company’s business and the environment in which it operates.

The Board has established properly constituted Audit, Compensation and Sustainability, Nominating and Governance committees of the Board with formally delegated duties and responsibilities.

AUDIT COMMITTEE 

Companies Law Requirements 

Under the Companies Law, the board of directors of a public company must appoint an audit committee.

Listing Requirements 

Under the corporate governance rules of NASDAQ, we are required to maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has accounting or related financial management expertise.

Our audit committee consists of Neil Jones, Joanna Parnell and Lisa Klinger. Lisa Klinger serves as the chairperson of the audit committee. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the corporate governance rules of NASDAQ. Our board of directors has determined that each of and Neil Jones is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the corporate governance rules of NASDAQ.

Our board of directors has determined that each member of our audit committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act, which is different from the general test for independence of board and committee members.

Audit Committee Role 

Our board of directors has adopted an audit committee charter setting forth the responsibilities of the audit committee, which are consistent with the Companies Law, the SEC rules and the corporate governance rules of and include:

COMPENSATION COMMITTEE

Companies Law Requirements 

Under the Companies Law, the board of directors of a public company must appoint a compensation committee.

Listing Requirements 

Under the corporate governance rules of NASDAQ, we are required to maintain a compensation committee consisting of at least three independent directors.

Our compensation committee consists of Neil Jones, Joanna Parnell and Lisa Klinger. Neil Jones serves as chairperson of the committee. Our board of directors has determined that each member of our compensation committee is independent under the corporate governance rules of NASDAQ, including the additional independence requirements applicable to the members of a compensation committee.

Compensation Committee Role 

In accordance with the Companies Law, the roles of the compensation committee are, among others, as follows:

Our board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee, which are consistent with the corporate governance rules of NASDAQ and include among others:

Compensation Policy under the Companies Law 

In general, under the Companies Law, a public company must have a compensation policy approved by its board of directors after receiving and considering the recommendations of the compensation committee.

The compensation policy must be based on certain considerations, include certain provisions and reference certain matters as set forth in the Companies Law. The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement.

The compensation policy must be determined and later reevaluated according to certain factors, including: the advancement of the company’s objectives, business plan and long-term strategy; the creation of appropriate incentives for office holders, while considering, among other things, the company’s risk management policy; the size and the nature of the company’s operations; and with respect to variable compensation, the contribution of the office holder towards the achievement of the company’s long-term goals and the maximization of its profits, all with a long-term objective and according to the position of the office holder.

The compensation policy must furthermore consider the following additional factors:

The compensation policy must also include, among other things:

Our compensation policy was last adopted by our compensation committee, board of directors and shareholders on April 30, 2021 and is filed as an exhibit to this Annual Report.

SUSTAINABILITY, NOMINATING AND GOVERNANCE COMMITTEE 

Our sustainability, nominating and governance committee consists of Neil Jones, Joana Parnell and Christopher Stibbs. Christopher Stibbs serves as chairperson of the committee. Our board of directors has adopted a sustainability, nominating and governance committee charter setting forth the responsibilities of the committee, which include:

CONFLICTS OF INTEREST 

The Company has procedures for the disclosure and review of any conflicts, or potential conflicts, of interest in compliance with the Companies Law, which the directors may have and for the authorisation of such conflict matters by the Board.

Under the Companies Law, any transaction of the Company with a director or any transaction of the Company in which a director has a personal interest requires the approval of the Board. The transaction must not be approved if it is not in the Company’s best interest. If the transaction is an extraordinary transaction (i.e. a transaction that is not in the ordinary course of business, that is not on market terms or that is likely to have a material impact on a company’s profitability, assets or liabilities), then Audit Committee approval is required in addition to Board approval.

If the transaction concerns exculpation, indemnification, insurance or compensation of the director, then the approvals of the Compensation Committee, the Board and the shareholders by way of ordinary resolution are required (in that order).

A director who has a personal interest in a matter that is considered at a meeting of the Board, the Audit Committee or the Compensation Committee may not attend that meeting or vote on that matter, unless a majority of the Board, the Audit Committee or the Compensation Committee, as applicable, has a personal interest in the matter. If a majority of the Board, the Audit Committee or the Compensation Committee, as applicable, has a personal interest in the transaction, then shareholder approval, by way of ordinary resolution, is also required. The authorisation of a conflict matter, and the terms of authorisation, may be reviewed at any time by the Board.

The Board considers that these procedures are operating effectively. There have been no matters of a material nature arising requiring assessment by the Board as a potential conflict during the year.

RELATIONSHIP WITH SHAREHOLDERS 

The Company encourages the participation of both institutional and private investors. The Chief Executive Officer and Chief Financial Officer meet regularly with institutional investors, usually in regard to the issuance of half and full year results. Communication with private individuals is maintained through the Annual General Meeting and the Company’s annual and interim reports. In addition, further details on the strategy and performance of the Company can be found on its website (www.tremorinternational.com), which includes copies of the Company’s press releases.

Regular updates are provided to the Board on meetings with shareholders and analysts, and brokers’ opinions. Non-executive directors are available to meet major shareholders, if required. Investors are also encouraged to contact the Company’s Investor Relations advisors, Vigo Consulting in the UK, and KCSA in the US.

INTERNAL CONTROLS 

The Board maintains full control and direction over appropriate strategic, financial, organisational and compliance issues. The Company’s organisational structure has clearly defined lines of authority, responsibility and accountability, which is reviewed regularly. The annual budget and forecasts are reviewed by the Board prior to approval being given. This includes the identification and assessment of the business risks inherent in the Company and the digital media industry as a whole along with associated financial risks.

The Board has overall responsibility for the Company’s systems of internal control and for monitoring their effectiveness. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company’s systems are designed to provide the directors with reasonable assurance that issues are identified on a timely basis and dealt with appropriately.

The Company’s key internal financial control procedures include:

The external auditors are engaged to express an opinion on the financial statements. They discuss with management the reporting of operational results and the financial condition of the Company, to the extent necessary to express their audit opinion.

In accordance with Companies Law, the Board must appoint an internal auditor nominated following the recommendation of the Audit Committee. The primary role of the internal auditor is to examine whether a company’s actions comply with the law and proper business procedure. The internal auditor may be an employee of the Company but may not be an interested party or office holder, or a relative of any interested party or office holder and may not be a member of the Company’s independent accounting firm or its representative. The Company’s internal auditor is Yisrael Gewirtz (Fahn Kanne Control Management Ltd., Grant Thornton Israel).

AUDIT AND AUDITOR INDEPENDENCE 

An additional responsibility of the Audit Committee is to keep under review the scope and cost effectiveness of the external audit. This includes recommending to the Board the appointment of the external auditors and reviewing the scope of the audit, approving the audit fee and, on an annual basis, the Committee being satisfied that the auditors are independent.

Somekh Chaikin, member firm of KPMG International, is retained to perform audit and audit-related work on the Company and its subsidiaries. The Audit Committee monitors the nature and extent of non-audit work undertaken by the auditors. It is satisfied that there are adequate controls in place to ensure auditor independence and objectivity. Periodically, the Audit Committee monitors the cost of non-audit work undertaken by the auditors. The Audit Committee considers that it is in a position to take action if at any time it believes that there is a risk of the auditors’ independence being undermined through the award of this work.

TAKEOVERS & MERGERS

As the Company is incorporated in Israel, it is subject to Israeli law and the City Code on Takeovers and Mergers does not apply to the Company.

Mergers 

The Companies Law permits merger transactions, provided that each party to the transaction obtains the approval of its board of directors and shareholders (excluding certain merger transactions which do not require the approval of the shareholders, as set forth in the Companies Law).

Pursuant to the Company’s Articles of Association, the shareholders of the Company are required to approve the merger by the affirmative vote of a majority of the Ordinary Shares of the Company represented at the shareholders meeting in person or by proxy and voting thereon. In addition, for purposes of the shareholder vote of each party, the merger will not be deemed approved if a majority of the shares not held by the other party, or by any person who holds 25 per cent. or more of the shares or the right to appoint 25 per cent. or more of the directors of the other party, has voted against the merger.

The Companies Law requires the parties to a proposed merger to file a merger proposal with the Israeli Registrar of Companies, specifying certain terms of the transaction. Each merging company’s board of directors and shareholders must approve the merger. Shares in one of the merging companies held by the other merging company or certain of its affiliates are disenfranchised for purposes of voting on the merger. A merging company must inform its creditors of the proposed merger. Any creditor of a party to the merger may seek a court order blocking the merger, if there is a reasonable concern that the surviving company will not be able to satisfy all of the obligations of the parties to the merger. Moreover, a merger may not be completed until at least 50 days have passed from the time that the merger proposal was filed with the Israeli Registrar of Companies and at least 30 days have passed from the approval of the shareholders of each of the merging companies.

In addition, the provisions of the Companies Law that deal with ‘‘arrangements’’ between a company and its shareholders may be used to effect squeeze-out transactions in which the target company becomes a wholly-owned subsidiary of the acquirer. These provisions generally require that the merger be approved by a majority of the participating shareholders holding at least 75 per cent. of the shares voted on the matter, as well as 75 per cent. of each class of creditors. In addition to shareholder approval, court approval of the transaction is required.

Under the Companies Law, in the event the Company enters into a merger or an “arrangement” under the Companies Law (as described above), the provisions of the Companies Law and the Articles of Association rules with respect to tender offers (as described below) do not apply.

SPECIAL TENDER OFFER 

The Companies Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender offer if, as a result of the acquisition, the purchaser could become a holder of 25 per cent. or more of the voting rights in the Company. This rule does not apply if there is already another holder of at least 25 per cent. of the voting rights in the Company.

Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser could become a holder of more than 45 per cent. of the voting rights in the company, if there is no other shareholder of the company who holds more than 45 per cent. of the voting rights in the company.

A special tender offer must be extended to all shareholders of a company, but the offeror is not required to purchase shares representing more than 5 per cent. of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer may be consummated only if (i) at least 5 per cent. of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer.

If a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer. Shares that are acquired in violation of this requirement to make a tender offer will be deemed Dormant Shares (as defined in the Companies Law) and will have no rights whatsoever for so long as they are held by the acquirer.

FULL TENDER OFFER

Under the Companies Law, a person may not purchase shares of a public company if, following the purchase, the purchaser would hold more than 90 per cent. of the company’s shares or of any class of shares, unless the purchaser makes a tender offer to purchase all of the target company’s shares or all the shares of the particular class, as applicable. If, as a result of the tender offer, either:

then, the Companies Law provides that the purchaser automatically acquires ownership of the remaining shares. However, if the purchaser is unable to purchase more than 95 per cent. or 98 per cent., as applicable, of the company’s shares or class of shares, the purchaser may not own more than 90 per cent. of the shares or class of shares of the target company.

PRINCIPAL ACTIVITIES

Tremor is a global company offering an end-to-end software platform that enables advertisers to reach relevant audiences and publishers to maximize yield on their digital advertising inventory. Tremor uses its proprietary technology to deliver impactful brand stories to target audiences through digital ad technology and advanced audience data. Tremor’s omni-channel capabilities deliver global advertising campaigns across all formats and channels, with an expertise in video format ads on all devices (“Video”) and Connected TV (“CTV”).

BUSINESS REVIEW

The information that fulfils the requirements of the business review, including details of the 2021 results, principal risks and uncertainties and the outlook for future years, are set out in the Chairman’s, Chief Executive Officer’s and Chief Financial Officer’s statements on pages 04 to 13, and in this Directors’ Report.

DIRECTORS

The following Directors held office as indicated below for the year ended 31 December 2021 and up to the date of signing the consolidated financial statements except where otherwise shown.

Christopher Stibbs – Non-Executive Chairman
(Throughout 2021-present)

Ofer Druker – Chief Executive Officer

(Throughout 2021 – present)

Yaniv Carmi – Chief Operating Officer

(Throughout 2021 – present)

Sagi Niri – Chief Financial Officer

(Throughout 2021-present)

Joanna Parnell – Non-Executive Director
(Throughout 2021 – present)

Neil Jones – Non -Executive Director
(Throughout 2021 – present)

Rebekah Brooks – Non-Executive Director
(Throughout 2021 – present)

Norman Johnston – Non-Executive Director
(Throughout 2021 – present)

Lisa Klinger – Non-Executive Director
(From April 2021 – present)

DIRECTORS’ COMPENSATION AND INTERESTS

The Compensation Report is set out on pages 32 to 33. It includes details of Directors’ compensation, interests in the Ordinary Shares of the Company and share options.

CORPORATE GOVERNANCE

The Board’s Corporate Governance Report is set out on pages 16 to 19.

DIRECTORS’ RESPONSIBILITIES

The Companies Law requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company as at the end of the relevant financial year pursuant to applicable accounting standards.

The Directors, after considering the risks and uncertainties and after reviewing the Company’s operating budgets, investment plans and financing arrangements, consider that the Company has sufficient resources at their disposal to continue their operations for the foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.

PRINCIPLE RISKS AND UNCERTAINTIES

The Directors assess and monitor the key risks of the business on an ongoing basis. Following are the principal risks and uncertainties that could have a material effect on the Company’s performance:

Risks Relating to Our Business

Risks Relating to the Market in Which We Operate

Risks Relating to Our Employees and Location in Israel

Risks Relating to Our Financial Position

Risks Relating to Legal or Regulatory Constraints

Risks Relating to Our ADSs

For additional details on the risks and uncertainties, please see the risk factors described in Item 3 .D. of our Annual Report on Form 20-F for the year ended December 31, 2021, as filed with the SEC on March 15, 2022, and available on the SEC’s website at www.sec.gov and on the company’s website at https://investors.tremorinternational.com/financial-results/ sec-filings.

RESEARCH AND DEVELOPMENT

Our business model enables us to invest into our research and development efforts, which have helped grow our business. Our platform is extremely efficient at managing large amounts of complex data and is leveraged by both our advertisers and publishers in real time. We are committed to innovative technologies and rapid introduction of enhanced functionalities to support the dynamic needs of our advertisers and publishers. We therefore expect technology and development expense to increase as we continue to invest in our platform to support increased volume of advertising spend and our international expansion.

Our technology and development team is based in the United States and Israel and comprises 108 employees.

Research and development expenses were $18.4 million, $13.3 million and $16.2 million in 2021, 2020 and 2019, respectively, and accounted for 9.4%, 8.4% and 12.0% of our operating expenses in 2021, 2020 and 2019, respectively.

Our success depends, in part, on our ability to protect the proprietary methods and technologies that we develop or otherwise acquire. We rely on copyright, trade secret laws, confidentiality procedures and contractual provisions to protect our proprietary methods and technologies, and own more than 50 patents. We rely upon common law protection for certain marks, such as “Tremor” and “Tremor Video.”

We generally enter into confidentiality and/or license agreements with our employees, consultants, vendors and advertisers, and we generally limit access to, and distribution of, our proprietary information. We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost effective.

SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDINGS

Details of the share capital of the Company as at 31 December 2021 are set out in Note 3 to the consolidated financial statements.

At 27 May 2022, the total issued and outstanding number of Ordinary Shares were 152,952,424 and 33,796,966 Ordinary Shares were held in treasury as dormant shares. The following held 3% or more of the ordinary share capital of Tremor:

INDEPENDENT AUDITORS

Somekh Chaikin, Tel Aviv, Israel (PCAOB ID 1057), a member of KPMG International, has served as our independent registered public accounting firm for 2021 and 2020. Following are KPMG International's fees for professional services in each of the respective fiscal years:

(1)“Audit fees” are the aggregate fees paid for the audit of our annual financial statements. This category also includes services that generally the independent accountant provides, such as consents and assistance with and review of documents filed with the SEC.

(2)“Audit-related fees” are the aggregate fees paid for assurance and related services that are reasonably related to the performance of the audit and are not reported under audit fees. These fees primarily include accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements and other accounting issues that occur from time to time.

Pre-Approval Policies and Procedures

The advance approval of the Audit Committee or members thereof, to whom approval authority has been delegated, is required for all audit and non-audit services provided by our auditors.

Our audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to assure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent accountants.

EVENTS AFTER THE REPORTING PERIOD

For significant events after the reporting period please refer to Note 23 on page 74.