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 active equity incentive plans that allows 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 November 2025, the Board amended the Equity Plans (the “Equity Plan Amendments”), subject to shareholder approval, to:

The Equity Plan Amendments will result in an aggregate of 4,039,292 4,289,292 Ordinary Shares authorized for issuance under the Equity Plans, including the additional 2,450,000 2,700,000 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.