30 April 2021
Tremor International Ltd
("Tremor" or the "Company")
Results of Extraordinary General Meeting
Tremor International Ltd (AIM: TRMR), a global leader in advertising technologies, confirms that at the Extraordinary General Meeting of the Company, held earlier today, all resolutions were duly passed.
The Company is therefore pleased to confirm that, further to the announcement on 26 March 2021, Lisa Klinger has been appointed Non-executive Director of the Company with immediate effect.
The total number of votes received on each resolution put to the EGM was as follows:
|
# |
Resolution |
Votes |
% |
Votes AGAINST |
% |
Votes WITHELD |
| 1 | To elect Lisa Klinger as an External Director and Independent Non-Executive Director. | 69,174,675 | 99.95 | 32,198 | 0.05 | 62,108 |
| 2 | To ratify and approve the remuneration of Christopher Stibbs as an independent non-executive Director.
| 68,677,830 | 99.98 | 11,344 | 0.02 | 21,585 |
| 3 | To approve the remuneration of Lisa Klinger as an External Director and Independent Non-Executive Director. | 69,174,675 | 99.95 | 32,198 | 0.05 | 62,108 |
| 4 | To approve new remuneration for Ofer Druker, the Company's Chief Executive Officer and Executive Director. | 44,213,518 | 64.34 | 24,502,816 | 35.66 | 552,647 |
| 5 | To approve new remuneration for Yaniv Carmi, the Company's Chief Operating Officer and Executive Director. | 43,696,673 | 64.09 | 24,481,962 | 35.91 | 512,124 |
| 6 | To approve new remuneration for Sagi Niri, the Company's Chief Financial Officer and Executive Director. | 43,696,673 | 64.09 | 24,481,962 | 35.91 | 512,124 |
| 7 | To approve an increase to the available pool of the Company's 2017 Equity Incentive Plan. | 41,582,998 | 60.99 | 26,595,637 | 39.01 | 512,124 |
| 8 | To amend and extend the term of the Company's Remuneration Policy for directors and executives. | 46,331,059 | 67.00 | 22,815,814 | 33.00 | 62,108 |
| 9 | To approve amendments to the Company's Amended and Restated Articles of Association. | 60,707,920 | 89.04 | 7,470,715 | 10.96 | 512,124 |
| 10 | To adopt new Director and Officer Indemnification Agreements. | 68,678,620 | 99.98 | 10,554 | 0.02 | 21,585 |
| 11 | To approve the waiver of shareholders pre-emption rights in connection with the U.S. Dual Listing. | 68,662,206 | 99.96 | 26,968 | 0.04 | 21,585 |
Notes:
Link Asset Services acted as scrutineer of the poll on all resolutions.
· A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes cast "For" or "Against" the resolution.
· Votes "For" and "Against" are expressed as a percentage of votes validly cast for that resolution at the AGM, excluding any "Withheld" votes.
· In accordance with the Israeli Companies Law, each of resolutions 1, 3, 4 and 8 was also approved by the requisite vote of Company shareholder that are not controlling shareholders and that do not have a personal interest in the applicable resolution, as prescribed by Israeli law.
· As at 1 April 2021, the Company's issued share capital consists of 133,532,339 ordinary shares with a nominal value of NIS0.01 each, along with 28,891,296 shares reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon). The Company holds these dormant shares in treasury. Therefore, the total number of shares with voting rights is 133,532,339.
For further information please contact:
| Tremor International Ltd Ofer Druker, Chief Executive Officer Sagi Niri, Chief Financial Officer | via Vigo Communications |
| finnCap Ltd Jonny Franklin-Adams / James Thompson (Corporate Finance) Tim Redfern / Dicky Chambers (ECM)
| Tel: +44 20 7220 0500 |
| Stifel Nicolaus Europe Limited Fred Walsh Alain Dobkin Nick Adams Richard Short
| Tel: +44 20 7710 7600
|
| Vigo Communications Jeremy Garcia Antonia Pollock Charlie Neish | Tel: +44 20 7390 0230 |
About Tremor
Tremor is a global leader in advertising technologies operating across three core capabilities - Video, Data and CTV. Our unique approach is centred on offering a full stack of end-to-end software solutions which provides the Company with a major competitive advantage within the video advertising ecosystem.
Tremor Video helps advertisers deliver impactful brand stories across all screens through the power of innovative video technology combined with advanced audience data and captivating creative content. Tremor Video is one of the largest and most innovative video advertising companies in North America and globally, with offerings in CTV, in-stream, out-stream and in-app.
The media side of Tremor, Unruly, drives real business outcomes in multiscreen advertising. Its highly ranked programmatic platform efficiently and effectively delivers performance, quality, and actionable data to demand and supply-focused clients and partners. Tremor has a meaningful number of direct integrations with publishers, unique demand relationships with the world's biggest advertisers and privileged access to News Corp inventory. Unruly connects to the world's largest DSPs and is compatible with most AdAge top 100 brands.
Tremor International Ltd is headquartered in Israel and maintains offices throughout the US and Canada, Europe, Asia-Pacific and Australia and is traded on the London Stock Exchange (AIM: TRMR).
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