SCHEDULE: Activist Investor Mithaq Opposes Nexxen Board, CEO Pay

Mithaq Capital SPC, holding 30.5% of Nexxen International, has filed an amended Schedule 13D, revealing its proxy vote against the re-election of six directors and executive compensation at the upcoming Annual General Meeting.

Summary

• Mithaq Capital SPC, along with Turki Saleh A. Alrajhi and Muhammad Asif Seemab, collectively beneficially own 17,326,679 Ordinary Shares of Nexxen International Ltd.
• This represents 30.5% of the Issuer's 56,748,622 outstanding Ordinary Shares, based on the Issuer's Amended and Restated Proxy Statement filed on November 26, 2025.
• Mithaq has submitted a proxy to vote AGAINST the re-election of six of the Issuer's eight Directors at the Annual General Meeting (AGM) scheduled for December 30, 2025.
• Mithaq also voted AGAINST increasing the share reserve under the Issuer's Equity Compensation plan, the Chief Executive Officer's compensation package, and the compensation arrangements for non-executive directors.
• Mithaq's proxy voted FOR the re-election of Daniel Kerstein and Rhys Summerton as Directors, and FOR the appointment of auditors.
• The Reporting Persons may engage in discussions with the Issuer's Board, management, other shareholders, or third parties regarding governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, liquidity, the future of the Issuer, and potential debt or equity financing or restructuring.
• Mithaq Capital SPC previously transferred 132,032 shares to Muhammad Asif Seemab, who subsequently disposed of them in open market transactions; Mithaq and Mr. Seemab disclaim acting as a group with respect to these specific shares.

Sentiment

Score: 3

Explanation: The filing indicates significant shareholder activism and opposition to current management and board decisions, including director re-elections and compensation. This suggests internal conflict and potential instability, which is generally negative for investor sentiment, despite the shareholder's stated intent to improve the company.

Positives

• Mithaq Capital SPC supports the re-election of two specific directors, Daniel Kerstein and Rhys Summerton, indicating some alignment or belief in their contribution.
• Mithaq Capital SPC supports the appointment of auditors, which is a standard corporate governance practice.

Negatives

• Mithaq Capital SPC is voting AGAINST the re-election of six out of eight directors, indicating significant dissatisfaction with the current board.
• Mithaq is voting AGAINST increasing the share reserve for the equity compensation plan, suggesting concerns about dilution or executive incentives.
• Mithaq is voting AGAINST the compensation packages for both the CEO and non-executive directors, highlighting concerns about executive pay.

Risks

• Potential for significant corporate governance disputes and shareholder activism, which could lead to instability or distraction for management.
• Uncertainty regarding the outcome of the Annual General Meeting on December 30, 2025, and its implications for the Issuer's leadership and strategic direction.
• Risk of changes to the Issuer's corporate structure, governing documents, capitalization, or dividend policy if Mithaq pursues further actions.
• Potential for a proxy fight or other contentious actions if discussions with the Board or management do not align with Mithaq's objectives.

Future Outlook

The reporting persons intend to continuously review their investment in Nexxen International Ltd. and may take various actions in the future, including acquiring or disposing of securities, engaging in hedging, or proposing changes to the Issuer's corporate structure, capitalization, or dividend policy. These actions will depend on factors such as the outcome of the upcoming Annual General Meeting, the Issuer's financial position, strategic direction, Board actions, share price levels, and general market conditions.

Management Comments

• Mithaq Capital SPC's Board of Directors, consisting of Turki Saleh A. AlRajhi and Muhammad Asif Seemab, has exclusive authority concerning purchases, dispositions, and voting of shares reported on this Schedule 13D.

Industry Context

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Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased volatility due to governance disputes; possibility of improved long-term value if Mithaq's proposed changes lead to better performance, or disruption if the conflict is prolonged.
• Management/Board: Increased pressure and scrutiny; potential for significant changes in roles or compensation.
• Employees: Uncertainty regarding future strategic direction and potential changes in equity compensation plans.

Next Steps

• Annual General Meeting of Shareholders (AGM) scheduled for December 30, 2025, where Mithaq's proxy votes will be cast.
• Potential discussions between Reporting Persons and the Issuer's Board, management, other shareholders, or third parties regarding governance, board composition, operations, and strategic plans.
• Ongoing review of Mithaq's investment in the Issuer, potentially leading to further acquisitions or dispositions of securities, hedging activities, or actions to change the corporate structure or policies.

Key Dates

Recommendation

Given the significant shareholder activism from Mithaq Capital SPC, including opposition to a majority of the board and executive compensation, Nexxen International Ltd. faces a period of considerable uncertainty and potential governance changes. While Mithaq's actions could ultimately lead to positive strategic shifts, the immediate future involves potential conflict and instability. Investors should hold their positions and monitor the outcome of the Annual General Meeting and subsequent discussions closely before making further investment decisions.

Keywords

Nexxen International Ltd., Mithaq Capital SPC, Schedule 13D, Shareholder Activism, Corporate Governance, Proxy Vote, Director Re-election, Executive Compensation, Equity Compensation Plan, Board Composition, Strategic Review, SEC Filing