Innovid (CTV) Proxy Filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger where Innovid will be acquired by Mediaocean LLC, with Innovid becoming a wholly owned subsidiary of Mediaocean.

• Each share of Innovid common stock will be converted into the right to receive $3.15 in cash, representing a 94% premium over the pre-announcement closing price.

• The Innovid board unanimously recommends voting in favor of the merger and the adjournment proposal if more time is needed to solicit votes.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) adoption of the Merger Agreement, and (2) approval to adjourn the meeting if necessary to solicit more proxies.

• Approval of the merger requires a majority of outstanding shares; adjournment requires a majority of votes cast.

• Shareholders who do not vote or abstain will have their shares counted as votes against the merger.

• Appraisal rights are available for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The Innovid board conducted a thorough process, including engagement with multiple potential acquirers and financial advisors.

• Support agreements were signed by all board members to vote their shares in favor of the merger.

• The board considered the premium, certainty of value, and lack of superior proposals in its recommendation.