Nexxen International Ltd.

Background

Under the Nasdaq Listing Rules, a company whose shares are listed on Nasdaq is required to seek shareholder approval for the adoption or material amendment of an equity compensation plan under which employees, officers and directors may receive equity in the Company.

Currently, the Company has two (2) active equity incentive plans that allow us to grant awards to employees and other eligible service providers of the Company and its subsidiaries: the Global Share Incentive Plan (2011), as amended (the “2011 Plan”) and the Company’s 2017 Equity Incentive Plan, as amended (the “2017 Plan”, and collectively with the 2011 Plan, the “Equity Plans”).

In August 2026, the Board, following the recommendation of the Compensation Committee, amended the Equity Plans (the “Equity Plan Amendments”), subject to shareholder approval, to:

The Equity Plan Amendments will result in an aggregate of 3,991,893 Ordinary Shares authorized for issuance under the Equity Plans, including the additional 2,850,000 Ordinary Shares available to fund new awards proposed by the Equity Plan Amendments. The increased authorized number of Ordinary Shares under the 2017 Plan also represents the limit on the number of shares which may be issued on the exercise of options intended to qualify as incentive stock options within the meaning of Section 422 of the U.S. tax code.

In addition, the Compensation Committee and the Board approved amendments to the Equity Plans providing that, unless otherwise provided in connection with an adjustment or transaction expressly permitted under the Equity Plan, without the approval of the Company’s shareholders, the Company shall not: (i) reduce the exercise price of any outstanding stock option; (ii) cancel any outstanding stock option having an exercise price or base price that exceeds the then-current fair market value of an ordinary share in exchange for cash or another award; (iii) cancel any outstanding stock option and grant in substitution any new award having a lower exercise price or base price; or (iv) take any other action that would constitute a “repricing” under the rules of the Nasdaq Stock Market or any other applicable national securities exchange.