INTRODUCTION AND USE OF CERTAIN TERMS	1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	1
TRADEMARKS	2
MARKET INFORMATION	2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY	2
PART I	5
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	5
ITEM 3. KEY INFORMATION	5
3.A. [RESERVED]	5
3.B. CAPITALIZATION AND INDEBTEDNESS	5
3.C. REASONS FOR THE OFFER AND USE OF PROCEEDS	5
3.D. RISK FACTORS	5
ITEM 4. INFORMATION ON THE COMPANY	32
4.A. HISTORY AND DEVELOPMENT OF THE COMPANY	32
4.B. BUSINESS OVERVIEW	32
4.C. ORGANIZATIONAL STRUCTURE	44
4.D. PROPERTY, PLANTS AND EQUIPMENT	44
ITEM 4A. UNRESOLVED STAFF COMMENTS	44
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	44
5.A. OPERATING RESULTS	45
5.B. LIQUIDITY AND CAPITAL RESOURCES	56
5.C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES	57
5.D. TREND INFORMATION	58
5.E. CRITICAL ACCOUNTING ESTIMATES	58
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	59
6.A. DIRECTORS AND SENIOR MANAGEMENT	59
6.B. COMPENSATION	61
6.C. BOARD PRACTICES	63
6.D. EMPLOYEES	72
6.E. SHARE OWNERSHIP	72
6.F. DISCLOSURE OF REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION	72
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	72
7.A. MAJOR SHAREHOLDERS	72
7.B. RELATED PARTY TRANSACTIONS	74
7.C. INTERESTS OF EXPERTS AND COUNSEL	75
ITEM 8. FINANCIAL INFORMATION	75
8.A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION	75
8.B. SIGNIFICANT CHANGES	76

ITEM 9. THE OFFER AND LISTING	76
9.A. OFFER AND LISTING DETAILS	76
9.B. PLAN OF DISTRIBUTION	76
9.C. MARKETS	76
9.D. SELLING SHAREHOLDERS	76
9.E. DILUTION	76
9.F. EXPENSES OF THE ISSUE	76
ITEM 10. ADDITIONAL INFORMATION	76
10.A. SHARE CAPITAL	76
10.B. MEMORANDUM AND ARTICLES OF ASSOCIATION	76
10.C. MATERIAL CONTRACTS	77
10.D. EXCHANGE CONTROLS	77
10.E. TAXATION	77
10.F. DIVIDENDS AND PAYING AGENTS	83
10.G. STATEMENT BY EXPERTS	84
10.H. DOCUMENTS ON DISPLAY	84
10.I. SUBSIDIARY INFORMATION	84
10.J. ANNUAL REPORT TO SECURITY HOLDERS	84
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	84
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	85
12.A. DEBT SECURITIES	85
12.B. WARRANTS AND RIGHTS	85
12.C. OTHER SECURITIES	85
12.D. AMERICAN DEPOSITARY SHARES	85
PART II	87
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	87
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	87
ITEM 15. CONTROLS AND PROCEDURES	87
ITEM 16. [RESERVED]	87
ITEM 16A. AUDIT COMMITTEE AND FINANCIAL EXPERT	87
ITEM 16B. CODE OF ETHICS	88
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	88
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.	88
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS.	88
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	89
ITEM 16G. CORPORATE GOVERNANCE	89
ITEM 16H. MINE SAFETY DISCLOSURE	90
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	90
ITEM 16J. INSIDER TRADING POLICIES	90
ITEM 16K. CYBERSECURITY	90
PART III	92
ITEM 17. FINANCIAL STATEMENTS	92
ITEM 18. FINANCIAL STATEMENTS	92
ITEM 19. EXHIBITS	92
SIGNATURES	94

•	CTV revenue is revenue derived from CTV devices.

•	Video revenue is revenue derived from video format ads on all devices.

•	Contribution ex-TAC is defined as our gross profit plus depreciation and amortization attributable to cost of revenues and cost of revenues (exclusive of depreciation and amortization) minus the Performance media cost (“traffic acquisition costs” or “TAC”).

•

Adjusted EBITDA is defined as total comprehensive income for the period adjusted for foreign currency translation differences for foreign operations, foreign currency translation for subsidiary sold reclassified to profit and loss, financing expenses, net, tax benefit, depreciation and amortization, stock-based compensation, restructuring, acquisition and IPO-related costs and other income, net.

•	Adjusted EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue.

•	An active customer is defined as an advertiser, buyer, agency, trading desk or third-party demand side platform (“DSP”) that has used our platform within a trailing 365-day period.

•	An active publisher is defined as a publisher or third-party supply side platform (“SSP”) that has used our platform within a trailing 365-day period.

•

A unique user is defined as an unduplicated visitor to a publisher’s site connected to our platform from both direct and third-party sites in a one-month period and “unique users” is the total number of unduplicated visitors to a publisher’s site connected to our platform from both direct and third-party sites in a one-month period. When a user visits a publisher’s site that is connected to our platform, we receive the request along with a field that holds a unique ID number that identifies the source from which the request came, and as such “unique users” is a summation of unique ID numbers to produce a total of unduplicated visitors to publishers’ sites connected to our platform.

•

Contribution ex-TAC retention rate is defined as Contribution ex-TAC generated in a fiscal year from the customers who were existing customers as of the last day of the previous fiscal year as a percentage of the Contribution ex-TAC generated in the previous fiscal year from the same group of customers. We consider all of our revenue to be recurring.

•	Net cash is defined as cash and cash equivalents minus long term debt.

•	our success and revenue growth are dependent on adding new advertisers and publishers, effectively educating and training our existing advertisers and publishers on how to make full use of our platform and increasing usage of our platform by advertisers and publishers;

•	our business depends on our ability to maintain and expand access to advertising spend, including spend from a limited number of DSPs, agencies and advertisers;

•	our business depends on our ability to maintain and expand access to valuable inventory from publishers, including our largest publishers;

•	we may not attract and retain advertisers and publishers if we may fail to make the right investment decisions in our platform, or innovate and develop new solutions that are adopted by advertisers and publishers;

•	significant parts of our business depend on relationships with data providers for data sets used to deliver targeted campaigns;

•	our business depends on our ability to collect, use and disclose certain data, including CTV data, to deliver advertisements. Any limitation imposed on our collection, use or disclosure of this data could significantly diminish the value of our platform;

•	if the use of third-party “cookies,” mobile device IDs, CTV data collection or other tracking technologies is restricted without similar or better alternatives (and adoption of such alternatives), our platform’s effectiveness could be diminished;

•	our failure to meet content and inventory standards and provide services that our advertisers and publishers trust could harm our brand and reputation;

•	we must grow rapidly to become a market leader and to accomplish our strategic objective;

•	the market for programmatic buying for advertising campaigns is evolving;

•	if we fail to detect or prevent fraud on our platform, or malware intrusion into the systems or devices of our publishers and their consumers, publishers could lose confidence in our platform and we could face legal claims and other liability;

•	the rejection of digital advertising by consumers through opt-in, opt-out or ad-blocking technologies or other means;

•	our ability to scale our platform infrastructure to support anticipated growth and transaction volume;

•	disruptions to service from our third-party data center hosting facilities and cloud computing and hosting providers could impair the delivery of our services;

•	potential liability and harm to our business based on the human factor of inputting information into our platform;

•	any failure to protect our intellectual property rights;

•	if non-proprietary technology, software, products and services that we use are unavailable, have future terms we cannot agree to or do not perform as we expect;

•	the overall demand for advertising and reductions in marketing spend;

•	the macroeconomic headwinds including rising inflation, rising interest rates and global supply chain constraints;

•	any adverse effects on our business and operations caused by health epidemics, pandemics and other outbreaks of infectious disease, such as the global pandemic caused by COVID-19;

•	any decrease in the use of the advertising or publishing channels that we primarily depend on, or failure to expand into emerging channels;

•	if CTV develops in ways that prevent advertisements from being delivered to consumers;

•	the competitive nature of the market in which we participate;

•	seasonal fluctuations in advertising activity;

•	the effective growth and training of our sales and support teams;

•	we are a party to a credit agreement which contains a number of covenants that may restrict our current and future operations and could adversely affect our ability to execute business needs;

•	the war and hostilities between Israel and Hamas and between Israel and Hezbollah and other risks relating to our employees or our location in Israel;

•	legal and regulatory constraints; and

•	risks relating to legal or regulatory issues; and other risks associated with our financial profile and our American Depositary Shares (“ADSs”).

•	adverse economic conditions, rising inflation and interest rates and general uncertainty about an economic downturn, particularly in North America where we do most of our business including recession and depression concerns;

•	instability in political or market conditions generally;

•	changes in the pricing policies of publishers and competitors;

•	any changes in tax treatment of advertising expenses and the deductibility thereof;

•	the seasonal nature of advertising spend on digital advertising campaigns; and

•	changes and uncertainty in the regulatory and business environment (for example, when Apple or Google change policies for their browsers and operating systems).

•	the need to localize our solutions, including product customizations and adaptation for local practices and regulatory requirements;

•

lack of familiarity and burdens of ongoing compliance with local laws, legal standards, regulatory requirements, tariffs, customs formalities and other barriers, including restrictions on advertising practices, regulations governing online services, restrictions on importation or shipping of specified or proscribed items, importation quotas, shopper protection laws, enforcement of intellectual property rights, laws dealing with shopper and data protection, privacy, encryption, denied parties and sanctions, and restrictions on pricing or discounts;

•	heightened exposure to fraud;

•	legal uncertainty in foreign countries with less developed legal systems;

•	unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or customs formalities, embargoes, exchange controls, government controls or other trade restrictions;

•	differing technology standards;

•	difficulties in managing and staffing international operations and differing employer/employee relationships;

•	fluctuations in exchange rates that may increase our foreign exchange exposure;

•	potentially adverse tax consequences, including the complexities of foreign tax laws (including with respect to value added taxes) and restrictions on the repatriation of earnings;

•

increased likelihood of potential or actual violations of domestic and international anti-money laundering laws and anticorruption laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) and the U.K. Bribery Act 2010 (the “U.K. Bribery Act”), which correlates with the scope of our sales and operations in foreign jurisdictions and operations in certain industries, such that an increase in such operations would increase risk of non-compliance with the aforementioned laws;

•	uncertain political and economic climates in foreign markets;

•	managing and staffing operations over a broader geographic area with varying cultural norms and customs;

•	varying levels of Internet and mobile technology adoption and infrastructure;

•	reduced or varied protection for intellectual property rights in some countries; and

•	new and different sources of competition.

•	Israeli corporate law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased;

•	Israeli corporate law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions;

•	Israeli corporate law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;

•	our amended and restated articles of association do not permit a director to be removed except by a vote of the holders of at least 65% of our outstanding shares entitled to vote at a general meeting of shareholders; and

•	our amended and restated articles of association provide that director vacancies may be filled by our board of directors.

•	recruiting, integrating and retaining qualified and motivated employees, particularly engineers

•	developing, maintaining and expanding relationships with publishers, agencies and advertisers;

•	innovating and developing new solutions that are adopted by and meet the needs of publishers, agencies and advertisers;

•	competing against companies with a larger customer base or greater financial or technical resources;

•	global economic disruption and technological changes;

•	further expanding our global footprint;

•	managing expenses as we invest in our infrastructure and platform technology to scale our business and operate as a U.S. listed public company; and

•	responding to evolving industry standards and government regulations that impact our business, particularly in the areas of data protection and consumer privacy.

•	difficulties in integrating the operations, technologies, product or service offerings, administrative systems and personnel of acquired businesses, especially if those businesses operate outside of our core competency or geographies in which we currently operate;

•	ineffectiveness or incompatibility of acquired technologies or solutions;

•	potential loss of key employees of the acquired business;

•	inability to maintain key business relationships and reputation of the acquired business;

•	diversion of management attention from other business concerns;

•	litigation arising from the acquisition or the activities of the acquired business, including claims from excluded assets, terminated employees, customers, former shareholders or other third parties;

•	assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk of liability;

•	complications in the integration of acquired businesses or diminished prospects;

•	failure to generate the expected financial results and synergies related to an acquisition on a timely manner or at all;

•	failure to accurately forecast the impact of an acquisition transaction; and

•	implementation or remediation of effective controls, procedures and policies for acquired businesses.

•	actual or anticipated fluctuations in our results of operations;

•	variance in our financial performance from the expectations of market analysts;

•	announcements by us or our direct or indirect competition of significant business developments, changes in service provider relationships, acquisitions or expansion plans;

•	the impact of global pandemics on our management, employees, partners, merchants and operating results;

•	changes or proposed changes in laws or regulations or differing interpretations or enforcement of laws or regulations affecting our business;

•	changes in our pricing model;

•	our involvement in litigation or regulatory actions;

•	our sale of ADSs or other securities in the future;

•	our buyback program for our ordinary shares or the implementation of a buyback program for our ADSs;

•	market conditions in our industry;

•	changes in key personnel;

•	the dual listing and the trading of our ordinary shares on AIM (as defined herein);

•	the trading volume of our ADSs;

•	publication of research reports or news stories about us, our competition or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•	changes in the estimation of the future size and growth rate of our markets; and

•	general economic, geopolitical and market conditions.

•

Demand Side Platform – We offer a self-service DSP solution for advertisers and their agencies to efficiently and intuitively manage omni-channel campaigns. We also offer full-service options to agencies in addition to our self-service DSP solution. Our DSP solution provides access to wide-reaching and high-quality inventory, audience targeting, and advanced reporting to optimize advertising campaigns, improve ROI, and gain deep insights and analytics into brand engagement.

•

Data Management Platform – We offer a fully integrated DMP solution that sits at the center of our platform that unlocks the power of data flowing through our DSP and SSP solutions. Our DMP enables advertisers and publishers to use data from various sources in order to optimize results of their advertising campaigns. Our DMP provides insights and recommendations pertaining to geographic, behavioral, and demographic data, among others in a unified solution. We believe an integrated DMP is a key component to the marketplace because it enables advertisers and publishers to use and activate data to target audiences with more accuracy across several different channels.

•

Supply Side Platform – We offer a self-service SSP solution for digital publishers to sell their online ad placements via a real-time bidding auction across all screens including mobile, CTVs, streaming devices and desktops. Our SSP provides access to significant amounts of data, unique demand and a comprehensive product suite to drive more effective inventory management and revenue optimization.

•

Analytics/Artificial Intelligence – We collect, synthesize and analyze data sets across our platform through extensive artificial intelligence technologies by leveraging advanced machine and deep learning and capabilities. This process provides key insights for the bidding process, ad impressions trends and forecasts for auction behavior. We believe these technologies drive optimal results for our advertisers and publishers and will continue to invest heavily there.

•

Advanced TV (ATV) Platform – We offer broadcasters and demand side partners an advanced planning product for their premium linear TV and digital video investments that allows broadcasters to improve yields on their inventory while helping to maximize return-on-ad-spends for advertisers. We launched a cross platform offering which allows broadcasters to package both linear and digital supplies together for their upfront deals. We are also working to expand this offering for demand side agency partners who we believe would benefit from such a solution to reduce waste and offer maximum flexibility to their clients when budgets are shifted across linear and digital premium video during the broadcast year. The integration of ATV into Nexxen’s technology stack creates a significant growth opportunity for us in the premium activity of the market where we can create precise cross platform planning and activate the digital portion of the cross-planning via Nexxen’s digital activation ecosystem.

•

Nexxen Discovery – An audience insight and activation platform unifying insights from cross channel data sources with the additional ability to leverage first party data. This platform helps our customers gain a comprehensive view of their audiences to better plan, optimize and activate their advertising campaigns.

•	Comprehensive, insightful and modern self-service interface that intuitively supports the needs of advertisers and enables them to operate and implement strategies effectively and independently.

•	Superior machine learning-based real-time bidding models, to drive efficient buying and meet our customers’ key performance indicators.

•	Enables seamless access to and integration of an advertisers’ own first-party data, our proprietary data and a wide list of premium third-party data segments.

•	Meaningful forecasting and reporting tools, as our DSPs can accurately measure how many households and unique users an advertising campaign is able to reach through any targeting initiatives to ensure campaign strategies are achievable.

•	Robust omni-channel reporting and insights tools which enables advertisers to analyze across device and channel campaign effectiveness against various key performance indicators with the ability to compare their statistics through various comprehensive benchmarks.

•	Access to our creative studio Nexxen Studio (formerly Tr.ly) with deep expertise to support a variety of creative needs and generate ideas to enrich messaging and consumer engagements.

•	Data and brand surveys that provide meaningful information for advertisers to evaluate brand lift and behavioral and emotional engagement.

•

Our proprietary brand safety technology uses a combination of machine-learning and propriety algorithms as well as data ingestion from industry-leading verification providers to develop and maintain dynamic block lists and a scoring mechanism to grade our traffic before, during and after ad requests are made.

•

Comprehensive and highly intuitive self-service platform which enables publishers to easily integrate into our ecosystem, manage their digital inventory, access reporting and insights, and transact with their programmatic buyers through private marketplace deals. Once integrated with our SSP solution, publishers also benefit from our unique and differentiated demand available through our proprietary DSP solution and additionally through demand facilitation initiatives driven by our global salesforce.

•	Connection to the world’s largest DSPs and compatibility with most AdAge top 100 brands. Our SSP solution delivers over 6 billion advertisements to viewers every month and optimizes content for different formats, builds effective custom audiences and delivers impressive ROI at scale.

•	Omni-channel marketplace with access to 1,636 active publishers across the globe and exclusive access to VIDAA digital advertising inventory.

•	Industry-leading forecasting analytics and data-driven yield optimization tools to maximize inventory monetization and delivers impressive ROI at scale.

•	Enables publishers to customize their experience through the ability to opt out of certain ad verticals or specific advertisers in order to customize demand for their media and manage channel conflicts.

•

Support for all major integration types, including open real-time bidding, header-bidding solutions, as well as our proprietary client-side solutions, including our video player, giving publishers the flexibility of choosing the methods through which they want to offer their ad inventory to advertisers.

•

Acquisition of the Nexxen Ad Server (formerly SpearAd), a platform purpose-built for broadcasters and TV content companies to deliver seamless TV-like experiences in CTV, linear addressable TV and over the top (OTT) environments. The platform includes a robust user interface with advanced data driven tools for TV ad pod management and monetization on both pre-recorded and live TV content as well as a unified auction tool, enabling broadcasters and publishers to seamlessly mediate their demand partnerships.

•

Audience segments that are generated directly within our platform, leveraging a collection of first- and third-party data sets, including strategic data partnerships. Our platform also enables advertisers and publishers to connect and leverage their own first party data for activation across our ecosystem. Based on our platform’s statistical models, we are able to uncover deep insights from behavioral data, feeding into a machine learning platform that allows us to achieve our advertisers’ and publishers’ performance metrics.

•	Ability for advertisers and publishers to layer custom data segments against their campaigns and private marketplace deals.

•	Ability for advertisers to onboard their own first party data into our ecosystem.

•	Includes unique data driven insights available through our self-service user interfaces or custom built and curated by our team, along with the ability for advertisers and publishers to forecast scale, reach and media cost against the audiences they are looking to target.

•	Enables audience driven creative optimization, combining the power of the DMP with our proprietary creative platform Nexxen Studio (formerly Tr.ly).

•	Specific focus and expertise around the collection and packaging of TV viewership data for activation and insights, providing advertisers strong content retargeting, insight and attribution capabilities on digital formats.

•	Our EQ product, fully integrated into our DMP, is a proprietary emotional analytics tool that provides advertisers with the data they need to maximize the emotional, social and business impact of their advertising.

•	Our EQ product compiles surveys along with facial recognition of users to see how those individuals respond to questions or advertising, which further engages targeting for our advertisers’ campaigns.

•

Linear TV Planning: Data driven linear TV has been growing in significance. Our Linear TV Planning feature allows sellers at national broadcasters to generate linear TV plans during and after upfronts. Budgets ranging from hundreds of thousands to hundreds of millions of dollars can be allocated at the program airing with a high level of granularity around key data points such as schedules, days of weeks and time of the day. While data driven linear TV is expected to grow slowly due to digital content taking precedence, it is expected to remain a significant portion of the ad spend for many years to come.

•

Cross-Platform Planning: Due to fragmentation in the industry, advertisers often experience significant budget waste when trying to mirror similar audiences across linear and digital video channels. Our Cross-Platform Planning feature allows sellers and buyers to use a deduplicated audience universe across linear and digital channels to produce a precise plan for upfront investment and post upfront adjustments. We recently launched this product with our strategic national broadcaster clients. The Cross-Platform Planning feature was built using advanced data science and AI/ML methodologies. We believe our Cross-Platform Planning feature is a highly differentiated and unique offering in the market.

•	A platform that unifies disparate data across digital, linear and social environments to uncover insights and turn them into robust and seamless targeting capabilities.

•	Superior artificial intelligence and natural language processing capabilities, to drive accurate and unique insights and changes in behaviors and trends.

•	Provides clients with a comprehensive set of capabilities to discover, understand, and keep pace with their customers across channels, so they can leverage real time insights to inform and enrich tactical activation based on consumer behaviors, sentiment, trends and interests.

•	Leveraging a multitude of rich, cross-channel data sources, including linear TV, CTV, digital and social, combined with a proprietary panel, for clients to extend their reach with greater relevance across targeting strategies and tactics.

•	proven technology, software-as-a-service offering and optimization capabilities;

•	omni-channel execution;

•	quality and scale of digital inventory and demand;

•	depth and breadth of relationships with brand advertisers, premium publishers and agencies;

•	full suite of viewability, measurement, verification and brand safety offerings;

•	flexible pricing; and

•	transparency in the ecosystem.

Name of company		Country of Incorporation		Ownership Percentage
Taptica Inc.		USA		100%
Tremor Video Inc.		USA		100%
Taptica UK		UK		100%
Nexxen Group US Holdings Inc. (f/k/a Unruly Group US Holding Inc.)*		USA		100%
YuMe Inc.*		USA		100%
Perk.com Canada Inc		Canada		100%
R1Demand LLC*		USA		100%
Nexxen Group LLC (f/k/a Unruly Group LLC)		USA		100%
Nexxen Holdings Ltd (f/k/a Unruly Holdings Limited.)*		UK		100%
Nexxen Group Ltd (f/k/a Unruly Group Limited.		UK		100%
Unruly Media GmbH		Germany		100%
Unruly Media Pte Ltd.*		Singapore		100%
Nexxen Pty Ltd (f/k/a Unruly Media Pty Ltd.)		Australia		100%
Unruly Media KK		Japan		100%
SpearAd GmbH		Germany		100%
Unmedia Video Distribution Sdn Bhd		Malaysia		100%
Nexxen Inc. (f/k/a Amobee Inc.) *		USA		100%
Amobee EMEA Limited		UK		100%
Amobee International Inc		USA		100%
Amobee Ltd		IL		100%
Amobee Asia Pte Ltd		Singapore		100%
Amobee ANZ Pty Ltd		Australia		100%

•

Demand Side Platform – We offer a self-service DSP solution for advertisers and their agencies to efficiently and intuitively manage omni-channel campaigns. We also offer full-service options to agencies in addition to our self-service DSP solution. Our DSP solution provides access to wide reaching and high-quality inventory, audience targeting, and advanced reporting to optimize advertising campaigns, improve ROI, and gain deep insights and analytics into brand engagement.

•

Data Management Platform – We offer a fully integrated DMP solution that sits at the center of our platform that unlocks the power of data flowing through our DSP and SSP solutions and includes Linear TV and Cross-Planning tools. Our DMP enables advertisers and publishers to use data from various sources in order to optimize results of their advertising campaigns. Our DMP provides insights and recommendations pertaining to geographic, behavioral and demographic data, among others in a unified solution. We believe an integrated DMP is a key component to the marketplace because it enables advertisers and publishers to use and activate data to target audiences with more accuracy across a number of different channels.

•

Supply Side Platform – We offer a self-service SSP solution for digital publishers to sell their online ad placements via a real-time bidding auction across all screens including mobile, CTVs, streaming devices and desktops. Our SSP provides access to significant amounts of data, unique demand and a comprehensive product suite to drive more effective inventory management and revenue optimization.

•

Nexxen Discovery – We collect, synthesize and analyze the data sets across our platform through extensive artificial intelligence technologies and advanced machine learning capabilities. These recommendations ultimately provide key insights into valuable ad impressions and forecasts for auction behavior. We believe these technologies drive optimal results for our advertisers and publishers.

		Year Ended December 31, 2023								Year Ended December 31, 2022
		(In thousands)				As a % of revenue				(In thousands)				As a % of revenue
Revenues		$	331,993				100.0	%		$	335,250				100.0	%
Cost of revenues (exclusive of depreciation and amortization shown separately below)			62,270				18.8				60,745				18.1
Research and development			49,684				15.0				33,659				10.0
Selling and marketing			105,914				31.9				89,953				26.8
General and administrative			51,051				15.4				68,005				20.3
Depreciation and amortization			78,285				23.6				42,700				12.7
Other expenses (income), net			1,765				0.5				(4,564	)			(1.4	)
Profit (loss) from operations			(16,976	)			(5.1	)			44,752				13.3
Financing income			(8,192	)			(2.5	)			(2,284	)			(0.7	)
Financing expenses			10,200				3.1				4,611				1.4
Financing expenses, net			2,008				0.6				2,327				0.7
Profit (loss) before taxes on income			(18,984	)			(5.7	)			42,425				12.7
Tax expenses			(2,503	)			(0.8	)			(19,688	)			(5.9	)
Profit (loss) for the year			(21,487	)			(6.5	)			22,737				6.8
Foreign currency translation differences for foreign operation			2,126				0.6				(6,499	)			(1.9	)
Foreign currency translation for subsidiary sold reclassified to profit and loss			1,234				0.4				—				—
Total comprehensive income (loss) for the year			(18,127	)			(5.5	)%		$	16,238				4.8	%

Year Ended December 31, 2023 compared to Year Ended December 31, 2022

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
Revenue			331,993			$	335,250			$	(3,257	)			(1.0	)%

Cost of revenues

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
Cost of revenues (Exclusive of Depreciation and Amortization)		$	62,270			$	60,745			$	1,525				2.5	%

Research and development expenses

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
Research and development		$	49,684			$	33,659			$	16,025				47.6	%

Selling and marketing expenses

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
Selling and marketing		$	105,914			$	89,953			$	15,961				17.7	%

General and administrative expenses

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
General and administrative		$	51,051			$	68,005			$	(16,954	)			(24.9	)%

Depreciation and amortization expenses

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
Depreciation and amortization		$	78,285			$	42,700			$	35,585				83.3	%

Other expenses (income), net

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
Other expenses (income), net		$	1,765			$	(4,564	)		$	6,329				138.7	%

Net financial expenses (income)

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
Financial income		$	(8,192	)		$	(2,284	)		$	(5,908	)			258.7	%
Financial expenses		$	10,200			$	4,611			$	5,589				121.2	%
Financial expenses, net		$	2,008			$	2,327			$	(319	)			(13.7	)%

Tax expenses

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
Tax expenses		$	(2,503	)		$	(19,688	)		$	17,185				87.3	%

Total comprehensive income for the year

		Year Ended December 31,								Change
		2023				2022
		(In thousands)				(In thousands)				$				%
(in thousands, except for percentages)
Total comprehensive income (loss) for the year		$	(18,127	)		$	16,238			$	(34,365	)			(211.6	)%
Total comprehensive income (loss) margin			(5.5	)%			4.8	%

Yearly revenue matrix

		2023 Revenue												2022 Revenue
(unaudited, in thousands, except percentages)		Programmatic				Performance				Group				Programmatic				Performance				Group
Video		$	207,533				—			$	207,533			$	243,306				—			$	243,306
CTV(1)			41	%			—				41	%			40	%			—				40	%
Mobile(1)			41	%			—				41	%			47	%			—				47	%
Desktop(1)			14	%			—				14	%			12	%			—				12	%
Other(1)			4	%			—				4	%			1	%			—				1	%
Display		$	65,239			$	32,990			$	98,229			$	24,810			$	60,895			$	85,705
Other(2)		$	26,231				—			$	26,231			$	6,239				—			$	6,239
Total Group		$	299,003			$	32,990			$	331,993			$	274,355			$	60,895			$	335,250

Selected Device – CTV

		Year Ended				Year Ended
		December 31,				December 31,
		2023				2022				% Change
Revenue (in thousands)		$	85,458			$	97,164				(12	)%
% of Programmatic revenue			29	%			35	%

Selected Media Type – Video

		Year Ended				Year Ended
		December 31,				December 31,
		2023				2022				% Change
Revenue (in thousands)		$	207,533			$	243,306				(14.7	)%
% of Programmatic revenue			69	%			89	%

Other Key Financial Metrics		Year Ended December 31,
		2023				2022				2021
IFRS measures
Revenue (in thousands)		$	331,993			$	335,250			$	341,945
Gross profit (in thousands)		$	218,898			$	249,138			$	253,689
Total comprehensive income (loss)		$	(18,127	)		$	16,238			$	70,591
Total comprehensive income (loss) margin			(5.5	)%			4.8	%			20.6	%
Non-IFRS measures
Contribution ex-TAC (in thousands)(1)		$	314,183			$	309,726			$	301,975
Adjusted EBITDA (in thousands)(2)		$	83,210			$	144,889			$	161,238
Adjusted EBITDA margin(2)			25.1	%			43.2	%			47.0	%

		Year Ended December 31,
(in thousands)		2023				2022				2021
Revenues		$	331,993			$	335,250			$	341,945
Cost of revenues (exclusive of depreciation and amortization)			(62,270	)			(60,745	)			(71,651	)
Depreciation and amortization attributable to Cost of Revenues			(50,825	)			(25,367	)			(16,605	)
Gross profit (IFRS)			218,898				249,138				253,689
Depreciation and amortization attributable to Cost of Revenues			50,825				25,367				16,605
Cost of revenues (exclusive of depreciation and amortization)			62,270				60,745				71,651
Performance media cost(a)			(17,810	)			(25,524	)			(39,970	)
Contribution ex-TAC (Non-IFRS)		$	314,183			$	309,726			$	301,975

		Year Ended December 31,
(in thousands)		2023				2022				2021
Total comprehensive income (loss) for the year		$	(18,127	)		$	16,238			$	70,591
Foreign currency translation differences for foreign operation			(2,126	)			6,499				2,632
Foreign currency translation for subsidiary sold reclassified to profit and loss			(1,234	)			—				—
Taxes benefits (expenses)			2,503				19,688				(948	)
Financial expense, net			2,008				2,327				2,187
Depreciation and amortization			78,285				42,700				40,259
Stock-based compensation			19,169				50,505				42,818
Other expenses			1,765				540				—
Restructuring			796				307				508
Acquisition-related cost			171				6,085				253
IPO related one-time cost			—				—				2,938
Adjusted EBITDA		$	83,210			$	144,889			$	161,238

Key Operating Metrics

		2023				2022				2021
Active customers
Number of active customers(1)			1,008				1,250				764
Gross profit per active customer (in thousands)		$	217			$	199			$	332
Contribution ex-TAC(2) per active customer (in thousands) – Organic(3)		$	—			$	308			$	395
Contribution ex-TAC retention rate(4)			73	%			80	%			150	%
Active publishers
Number of active publishers(5)			1,636				1,526				1,578
Ad impressions
Number of ad impressions(6) (in millions)			126,261				123,936				94,363

		2023				2022				2021
(in thousands)		(as reported)				(as reported)				(as reported)
Net cash provided by operating activities		$	60,741			$	83,008			$	170,088
Net cash used in investing activities			(16,960	)			(232,994	)			(16,487	)
Net cash provided by (used in) financing activities			(26,547	)			3,056				116,862

Name		Age		Position
Executive Officers
Ofer Druker		58		Chief Executive Officer and Director
Sagi Niri		52		Chief Financial Officer and Director
Yaniv Carmi		42		Chief Operating Officer and Director
Directors
Christopher Stibbs		61		Non-Executive Chairperson
Rebekah Brooks		53		Non-Executive Director
Norm Johnston		57		Non-Executive Director
Neil Jones		57		Senior Non-Executive Director
Joanna Parnell		45		Non-Executive Director
Lisa Klinger		56		Non-Executive Director
Daniel Kerstein		51		Non-Executive Director
Rhys Summerton		47		Non-Executive Director

Summary Compensation Table

		Information Regarding Covered Executives(1)
Name and Principal Position(2)		Base Salary				Benefits and Prerequisites (3)				Variable Compensation (4)				Equity-Based Compensation (5)				Total
Ofer Druker, Chief Executive Officer		$	720,000			$	76,921			$	468,000			$	5,908,292			$	7,173,213
Yaniv Carmi, Chief Operating Officer		$	600,000			$	73,491			$	312,000			$	2,612,659			$	3,598,150
Sagi Niri, Chief Financial Officer		$	324,367			$	91,613			$	195,000			$	2,088,681			$	2,699,661
Chance Lee Johnson, Chief Commercial Officer		$	350,000			$	62,129			$	328,186			$	489,491			$	1,229,806
Tal Mor, Chief Technology Officer		$	256,250			$	54,228			$	227,500			$	629,715			$	1,167,693

•	retaining and terminating our independent auditors, subject to ratification by the board of directors, and in the case of retention, to ratification by the shareholders;

•	pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;

•

overseeing the accounting and financial reporting processes of our company and audits of our financial statements, the effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act;

•	reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication or filing (or submission, as the case may be) to the SEC;

•	recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Law as well as approving the yearly or periodic work plan proposed by the internal auditor;

•	reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements;

•	identifying irregularities in our business administration by among other things, consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors;

•

reviewing policies and procedures with respect to transactions between the Company and officers and directors (other than transactions related to the compensation or terms of service of officers and directors), or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and

•	establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.

•	making recommendations to the board of directors with respect to the approval of the compensation policy for office holders;

•	reviewing the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy;

•	resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and

•	exempting, under certain circumstances, transactions with our Chief Executive Officer from the approval of our shareholders.

•

recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law;

•

reviewing and approving the granting of options and other incentive awards to our Chief Executive Officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, including evaluating their performance in light of such goals and objectives;

•	approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; and

•

administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards.

•	the education, skills, experience, expertise and accomplishments of the relevant office holder;

•	the office holder’s position and responsibilities;

•	prior compensation agreements with the office holder;

•

the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships in the company;

•	if the terms of employment include variable components — the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and

•

if the terms of employment include severance compensation — the term of employment or office of the office holder, the terms of the office holder’s compensation during such period, the company’s performance during such period, the office holder’s individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which he or she is leaving the company.

•	with regards to variable components:

•

with the exception of office holders who report to the chief executive officer, a means of determining the variable components on the basis of long-term performance and measurable criteria; provided that the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three months’ salary per annum, taking into account such office holder’s contribution to the company;

•	the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant;

•

a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of the office holder’s terms of employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements (this requirement is in addition to the Incentive-Based Compensation Recoupment Policy we adopted in accordance with Nasdaq rules (a copy of which is filed as an exhibit to this Annual Report on Form 20-F);

•	the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and

•	a limit to retirement grants.

•	overseeing and assisting our board in reviewing and recommending nominees for election as directors;

•	assessing the performance of the members of our board;

•	establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our board a set of corporate governance guidelines applicable to our business: and

•	to oversee our policies, programs and strategies related to environmental, social and governance.

•	at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions; or

•	the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company.

•	at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting at such meeting, are voted in favor of the compensation package, excluding abstentions; or

•	the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed two percent (2%) of the aggregate voting rights in the Company.

•	information on the business advisability of a given action brought for his, her or its approval or performed by virtue of his, her or its position; and

•	all other important information pertaining to such action.

•	refrain from any act involving a conflict of interest between the performance of his, her or its duties in the company and his, her or its other duties or personal affairs;

•	refrain from any activity that is competitive with the business of the company;

•	refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for himself, herself or itself or others; and

•	disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his, her or its position as an office holder.

•	an amendment to the company’s articles of association;

•	an increase of the company’s authorized share capital;

•	a merger; or

•	interested party transactions that require shareholder approval.

•

a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;

•

reasonable litigation expenses, including legal fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in connection with a monetary sanction;

•

reasonable litigation expenses, including legal fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and

•

expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968 (the “Israeli Securities Law”).

•	a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•	a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder;

•	a financial liability imposed on the office holder in favor of a third-party;

•	a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and

•	expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law.

•	a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•	a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

•	an act or omission committed with intent to derive illegal personal benefit; or

•	a fine, monetary sanction or forfeit levied against the office holder.

•	each person or entity known by us to own beneficially more than 5% of our outstanding ordinary shares;

•	each of our directors, executive officers and Covered Executives individually; and

•	all of our executive officers and directors as a group.

		Beneficial Ownership as of February 28, 2024
		Ordinary Shares				Voting Power
Name of Beneficial Owner		Number				%
Principal Shareholders
Mithaq Capital SPC(1)			35,917,422				25.3
Toscafund Asset Management LLP(2)			23,939,187				16.9
Schroder Investment Management Limited(3)			14,328,218				10.1
News Corporation(4)			8,525,323				6.0
Directors, Executive Officers and Covered Executives(5)
Ofer Druker(6)			4,538,551				3.2
Sagi Niri(7)			1,583,900				1.1
Yaniv Carmi(8)			2,098,913				1.5
Chance Lee Johnson			*				*
Tal Mor			*				*
Christopher Stibbs			—				—
Rebekah Brooks			—				—
Norm Johnston			—				—
Neil Jones			*				*
Joanna Parnell			—				—
Lisa Klinger			—				—
Daniel Kerstein			—				—
Rhys Summerton			—				—
All executive officers and directors as a group (11 persons)			8,229,364				5.8	%

(1)

This information is based upon an Amendment No. 3 to Schedule 13D jointly filed by Mithaq Capital SPC (“Mithaq Capital”), Turki Saleh A. AlRajhi and Muhammad Asif Seemab with the SEC on February 15, 2024, and a Form TR-1 provided by Mithaq Capital on February 7, 2024. Mithaq Capital is managed by its Board of Directors, which consists of Turki Saleh A. AlRajhi and Muhammad Asif Seemab, and the Board has exclusive authority concerning purchases, dispositions and voting of the ordinary shares. Each of Mr. AlRajhi and Mr. Seemab possesses an ownership interest in Mithaq Capital, and Mr. Seemab may share in any profits realized from Mithaq Capital’s investment in the ordinary shares. Mithaq Capital may be deemed to beneficially own 35,917,422 ordinary shares of the Company and has sole voting and dispositive power with respect to the shares, while Mr. AlRaji and Mr. Seemab each have shared voting and dispositive power with respect to the shares. The principal address of Mithaq Capital is c/o Synergy, Anas Ibn Malik Road. Al Malqa, Riyadh 13521 Saudi Arabia.

(2)

This information is based upon an Amendment No. 3 to a Schedule 13G jointly filed by Toscafund Asset Management LLP (“Toscafund”), Tosca Opportunity, Toscafund Limited, Old Oaks Holdings Limited and Martin Hudges with the SEC on February 13, 2024 and other information provided to the Company by Toscafund. Toscafund is the entity for which Toscafund Limited, Old Oak Holdings and Martin Hughes may be considered a holding company or control person, as applicable, and therefore may be deemed to have beneficial ownership over 23,939,187 ordinary shares of the Company and has shared voting and dispositive power with respect to the shares. Tosca Opportunity may be deemed to beneficially own 16,469,940 ordinary shares and has shared voting and dispositive power with respect to the shares. The principal address of Toscafund is 5th Fl, Ferguson House, 15 Marylebone Rd, London, United Kingdom NW1 5JD. The principal address of Tosca Opportunity is Ugland House, Box 309, Grand Cayman, Cayman Islands KY1-1104.

(3)

This information is based upon a Form TR-1 provided by Schroder plc on February 24, 2023. Schroder Investment Management Limited is formed in England and is directly or indirectly controlled by Schroder plc, an asset manager formed in England and operating from 37 locations across Europe, the Americas, Asia, the Middle East and Africa. Schroder Investment Management Limited and Schroder plc may be deemed to have beneficial ownership over 14,328,218 ordinary shares of the Company, and have shared voting and dispositive power with respect to the shares. The principal address of Schroder Investment Management Limited is 1 London Wall Place, London EC2Y 5AU, United Kingdom.

(4)

This information is based upon a Schedule 13G filed by News Corporation with the SEC on February 11, 2022. News Corp UK & Ireland Limited and News Preferred Holdings Inc, both wholly-owned subsidiaries of News Corporation, are the record holders of the 8,525,323 ordinary shares of the Company. News Corporation has sole voting and investment power with respect to the shares of the Company held by such subsidiaries. The principal address of News Corporation is 1211 Avenue of the Americas, New York, New York 10036.

(5)	Includes Covered Executives in accordance with Israeli law and the Exchange Act.

(6)	Includes 218,750 RSUs vesting within 60 days of February 28, 2024.

(7)	Includes 148,750 RSUs and 70,000 PSUs vesting within 60 days of February 28, 2024.

(8)	Includes 96,250 RSUs vesting within 60 days of February 28, 2024.

Material Contract	Location in This Annual Report
Global Share Incentive Plan (2011)	Item 6.B. Directors, Senior Management and Employees – Compensation Equity Incentive Plans.
2017 Equity Incentive Plan	Item 6.B. Directors, Senior Management and Employees –Compensation Equity Incentive Plans.
Compensation Policy	Item 6.C. Directors, Senior Management and Employees Board Practices – Compensation Policy under the Companies Law.
Form of Indemnification Agreement	Item 6.C. Directors, Senior Management and Employees –Board Practices – Exculpation, Insurance and Indemnification of Office Holders.
Credit Agreement	Item 5.B. Liquidity and Capital Resources
Amobee Share and Asset Purchase Agreement	On July 25, 2022, the Company and its subsidiaries entered into a Share and Asset Purchase Agreement with Amobee Group Pte. Ltd to acquire Amobee, Inc., Amobee Group Pte. Ltd. and Amobee ANZ Pty Ltd. The acquisition was completed on September 12, 2022.

•	the expenditures are approved by the relevant Israeli government ministry, determined by the field of research;

•	the research and development must be for the promotion of the company; and

•	the research and development are carried out by or on behalf of the company seeking such tax deduction.

•	Amortization over an eight-year period of the cost of purchased know-how and patents and rights to use a patent and know-how which are used for the development or advancement of the company;

•	Under limited conditions, an election to file consolidated tax returns with related Israeli Industrial Companies; and

•	Expenses related to a public offering are deductible in equal amounts over a three-year period.

	Service		Fees
•	Issuance of ADSs (e.g., an issuance of ADS upon a deposit of ordinary shares, upon a change in the ADS(s)-to-ordinary share(s) ratio, or for any other reason), excluding ADS issuances as a result of distributions of ordinary shares)		Up to U.S. 5¢ per ADS issued
•	Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)-to-ordinary share(s) ratio, or for any other reason)		Up to U.S. 5¢ per ADS cancelled
•	Distribution of cash dividends or other cash distributions (e.g., upon a sale of rights and other entitlements)		Up to U.S. 5¢ per ADS held
•	Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs		Up to U.S. 5¢ per ADS held
•	Distribution of securities other than ADSs or rights to purchase additional ADSs (e.g., upon a spin-off)		Up to U.S. 5¢ per ADS held
•	ADS Services		Up to U.S. 5¢ per ADS held on the applicable record date(s) established by the depositary bank
•	Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of ADSs into DTC and vice versa, or for any other reason)		Up to U.S. 5¢ per ADS (or fraction thereof) transferred
•	Conversion of ADSs of one series for ADSs of another series (e.g., converted upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa).		Up to U.S. 5¢ per ADS (or fraction thereof)

•	taxes (including applicable interest and penalties) and other governmental charges;

•

the registration fees as may from time to time be in effect for the registration of ordinary shares on the share register and applicable to transfers of ordinary shares to or from the name of the custodian, the depositary bank or any nominees upon the making of deposits and withdrawals, respectively;

•	certain cable, telex and facsimile transmission and delivery expenses;

•	the fees, expenses, spreads, taxes and other charges of the depositary bank and/or service providers (which may be a division, branch or affiliate of the depositary bank) in the conversion of foreign currency;

•	the reasonable and customary out-of-pocket expenses incurred by the depositary bank in connection with compliance with exchange control regulations and other regulatory requirements applicable to ordinary shares, ADSs and American Depositary Receipts (“ADRs”); and

•	the fees, charges, costs and expenses incurred by the depositary bank, the custodian, or any nominee in connection with the ADR program.

		Year Ended December 31,
		2023				2022
		(in thousands)
Audit fees			826				842
Audit-related fees			—				130
Tax fees			281				288
Total			1,107				1,260

Period		Total Number of Ordinary Shares Purchased (1)				Average Price Paid per Ordinary Share				Total Number of Ordinary Shares Purchased as Part of Publicly Announced Plans or Programs (2)				Approximate Dollar Value that May Yet be Purchased under the Plans or Programs (2)
January 1 – January 31			669,562			$	3.63				669,562			$	8,747,751
February 1 – February 28			580,829			$	3.98				580,829			$	6,311,279
March 1 – March 31			1,255,460			$	3.17				1,255,460			$	3,992,329
April 1 – April 30			—				—				—				—
May 1 – May 31			—				—				—				—
June 1 – June 30			—				—				—				—
July 1 – July 31			2,240			$	0.00				—				—
August 1 – August 31			—				—				—				—
September 1 – September 30			—				—				—				—
October 1 – October 31			—				—				—				—
November 1 – November 30			—				—				—				—
December 1 – December 31			221,506			$	2.55				221,506			$	20,000,000
Total			2,729,597			$	3.41	*			2,727,357				—

•	a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•	policies, standards and processes based upon National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and other applicable industry standards;

•	regular assessments and deployment technical safeguards to improve the protection of our information systems;

•	the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

•	cybersecurity awareness training of our employees, incident response personnel, and senior management;

•	a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•

entering into agreements with our third-party service providers that require them to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect our Company.

Exhibit No.		Description
1.1		Amended and Restated Articles of Association of the Registrant.
2.1		Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
2.2		Form of Deposit Agreement by and among the Registrant, Citibank, N.A., and the holders and beneficial owners of American Depositary Shares issued hereunder (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Amendment No. 2 to Form F-1 (File No. 333-256452), filed with the SEC on June 14, 2021).
2.3		Form of American Depositary Receipt (incorporated herein by reference to the Registrant’s prospectus (File No. 333-257094), filed with the SEC on January 10, 2024 pursuant to Rule 424(b)(3) under the Securities Act).
4.1		Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form F-1 (File No. 333-256452), filed with the SEC on May 25, 2021).
4.2		Global Share Incentive Plan (2011), as amended (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form F-1 (File No. 333-256452), filed with the SEC on May 25, 2021).
4.3		2017 Equity Incentive Plan, as amended.
4.4		Remuneration Policy for Directors and Executives.
4.5		Share and Asset Purchase Agreement, dated as of July 25, 2022, by and among Nexxen International Ltd. (f/k/a Tremor International Ltd.), Nexxen Group US Holdings Inc. (f/k/a Unruly Group US Holding Inc.), Nexxen Pty Ltd (f/k/a Unruly Media Pty Ltd.), Unruly Media Pte Ltd., Amobee Group Pte. Ltd., and Nexxen Inc. (f/k/a Amobee, Inc.) (incorporated herein by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 20-F (File No. 001-40504), filed with the SEC on March 7, 2023).
4.6*		Credit Agreement, dated as of September 12, 2022, by and among Nexxen Group US Holdings Inc. (f/k/a Unruly Group US Holding Inc.), Nexxen Holdings Ltd (f/k/a Unruly Holdings Limited), Nexxen International Ltd. (f/k/a Tremor International Ltd.), Royal Bank of Canada, and other Lenders and L/C Issuers party thereto (incorporated herein by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 20-F (File No. 001-40504), filed with the SEC on March 7, 2023).
8.1		List of Subsidiaries of the Registrant.
12.1		Certificate of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
12.2		Certificate of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
13.1		Certificate of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
13.2		Certificate of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
15.1		Consent of Somekh Chaikin, a member firm of KPMG International, an independent registered public accounting firm.
97.1		Incentive-Based Compensation Recoupment Policy.
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document).

	NEXXEN INTERNATIONAL LTD.
	(f/k/a TREMOR INTERNATIONAL LTD)
	By:	/s/ Ofer Druker
		Ofer Druker
		Chief Executive Officer
	By:	/s/ Sagi Niri
		Sagi Niri
		Chief Financial Officer