Results of EGM

RNS Number : 2781X

Tremor International Ltd

30 April 2021

 

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 FOR	%	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: [phone]
Stifel Nicolaus Europe Limited Fred Walsh Alain Dobkin Nick Adams Richard Short	Tel: [phone]
Vigo Communications Jeremy Garcia Antonia Pollock Charlie Neish	Tel: [phone]

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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