Nexxen International Ltd.

Changes

Nexxen International Ltd. (AIM/NASDAQ: NEXN) (“Nexxen” or the “Company”), a global, flexible advertising technology platform with deep expertise in data and advanced TV, today reiterates the timeline and process for the Company’s upcoming stock exchange and trading structure changes, as well as the implications for current holders of Nexxen’s Nasdaq-listed ADRs, AIM-listed Depositary Interests representing the Company’s Ordinary Shares, and certificated Ordinary Shares.

As announced on November 15, 2024, the last day of dealings in the Company’s AIM-listed Depositary Interests will be February 14, 2025. Thereafter, at 6:01 PM Eastern Time on February 14, 2025, the Company’s Ordinary Shares will reverse split such that every two Ordinary Shares held at the time of the reverse split will consolidate into one New Ordinary Share to facilitate a one-to-one ADR exchange.

At 6:02 PM Eastern Time on February 14, 2025, the Company’s Nasdaq-listed ADRs will be exchanged for New Ordinary Shares and the ADR facility will be terminated.

At 7:00 AM GMT on February 17, 2025, the Ordinary Shares (represented by Depositary Interests for settlement) will be cancelled from admission to trading on AIM, and, on February 18, 2025, the Company’s New Ordinary Shares will begin trading on Nasdaq under the ticker "NEXN".

Current holders of Nexxen’s Nasdaq-listed ADRs do not need to take any action for their ADRs to be converted to Nasdaq-listed New Ordinary Shares. Thereafter, shareholders who desire to sell their New Ordinary Shares on Nasdaq should work with their broker to transact the sale.

As previously announced, the Company had planned to replace the Company’s current AIM-listed Depositary Interests issued by MUFG Corporate Markets Trustees (UK) Limited with CREST depositary interests upon the delisting. Upon further review of the logistics involved in the transaction, and in the course of the Board’s ongoing review of the transaction, the Board has determined that, upon the delisting, the current Depositary Interests will be instead replaced with new depositary interests issued by Computershare Investor Services PLC (“Computershare UK”) (the “Replacement DIs”) with each Replacement DI representing one New Ordinary Share. This will streamline administration and give shareholders access to a helpline provided by Computershare as the Replacement DI Depositary if and when they wish to reposition their shares.

Current holders of the Company’s Depositary Interests do not need to take any action. Following the AIM delisting, they will have their Depositary Interests automatically replaced in CREST with Replacement DIs issued by Computershare UK. Thereafter, holders of Replacement DIs who desire to sell their underlying New Ordinary Shares on Nasdaq should work with their broker to reposition their shares in the U.S. and transact the sale.

Current holders of certificated Ordinary Shares do not need to take any action. Following the stock split and delisting from AIM, the Company’s share registry will be moved to the Company’s U.S. transfer agent, Computershare Trust Company, N.A. (“Computershare US”). All existing share certificates in issue will be deemed void and invalid from the point of transfer of the share register to Computershare US in the U.S. and will be cancelled. Shareholders’ holdings of Ordinary Shares held in certificated form will be recorded directly on the Company’s share register, which will be held in the Direct Registration System (“DRS”) and maintained by Computershare US. Holders will receive a DRS statement of account by post from Computershare evidencing legal title to their New Ordinary Shares in due course and thereafter should work with their broker to transact any desired sales.

As a result of these steps, Nexxen will trade solely on Nasdaq under one consolidated U.S. Ordinary Share listing.

In connection with this change, the Company makes the following updates to certain sections of Appendix A “Transaction FAQs” of the circular that it published on November 15, 2024 (showing the amendments and deletions for clarity):