Nexxen International (NEXN) Investor Update summary

Rationale for trading structure changes

• Board proposes shifting from dual listing (NASDAQ ADRs and AIM) to a sole NASDAQ ordinary share listing, aiming for long-term benefits and capital appreciation.

• Recent advances in technology, data, and CTV, along with a rebrand and sales expansion, have driven record Q3 results and positioned the company for sustainable growth.

• The new structure is expected to attract more U.S. investors, as over 60% of global equity assets are managed in the U.S., and many U.S. investors are restricted from holding ADRs.

• Consolidating trading into one U.S. market is anticipated to increase liquidity, reduce price volatility, and align valuation with U.S.-listed peers.

• Index inclusion potential is highlighted, as the new structure could enable eligibility for major indices, attracting passive and index-tracking investors.

Implementation process and timeline

• Shareholders will vote on the proposed changes at the AGM on December 20th.

• If approved, NASDAQ ADRs will be exchanged for NASDAQ ordinary shares, the ADR facility will be terminated, and a two-for-one reverse stock split will occur.

• Delisting from AIM is planned for around February 14th, 2025, after which all trading will be on NASDAQ.

• ADR holders will receive a 30-day notice and can continue trading ADRs until the exchange; ordinary shareholders can reposition shares for NASDAQ trading.

• The process is designed to minimize liquidity risk and U.K. tax complications, such as Stamp Duty.

Expected benefits and shareholder impact

• Anticipated increase in liquidity and U.S. investor participation, with early signs of higher trading volumes on both exchanges.

• Potential for tens of millions in index-related demand if included in major indices.

• Streamlining operations by eliminating duplicative regulatory and compliance efforts across two markets, reducing costs.

• Share buyback program remains in place to support the stock if undervalued.

• U.K. shareholders are advised to consult tax advisors regarding share conversion and to provide instructions to brokers to ensure smooth transfer.