SCHEDULE: Mithaq Backs Nexxen Board After Proxy Revisions

Mithaq Capital SPC, a major shareholder in Nexxen International Ltd., has reversed its proxy vote to support revised board and compensation proposals following discussions with the company's Board of Directors.

Summary

• Mithaq Capital SPC, Turki Saleh A. Alrajhi, and Muhammad Asif Seemab (Reporting Persons) beneficially own 17,326,679 Ordinary Shares of Nexxen International Ltd., representing 30.5% of the class.
• This Amendment No. 9 updates previous Schedule 13D filings, specifically regarding the Annual General Meeting (AGM) scheduled for December 30, 2025.
• Initially, Mithaq Capital SPC voted against certain proposals in the Issuer's original proxy statement for the AGM.
• Following discussions with Nexxen's Board of Directors, the Board issued a Supplemental Proxy Statement dated December 26, 2025, modifying and approving revised proposals concerning Board composition and compensation arrangements.
• Mithaq believes these revised proposals better align with shareholder interests and has submitted a new proxy voting FOR all five proposals in the Supplemental Proxy Statement.

Sentiment

Score: 7

Explanation: The resolution of the proxy dispute is a positive development, indicating alignment between a major shareholder and the Board. However, the explicit mention of potential future activism, including discussions on governance, strategic plans, financing, and restructuring, introduces an element of ongoing uncertainty and potential for significant changes, preventing a higher score.

Positives

• Resolution of a proxy dispute between a significant shareholder (Mithaq Capital SPC) and Nexxen's Board of Directors.
• The Board modified proposals regarding its composition and compensation, which Mithaq believes better align with shareholder interests.
• Mithaq has changed its vote to support all five revised proposals, indicating a current alignment with the Board's direction.

Negatives

• Initial disagreement between Mithaq and the Board, which required intervention and revision of proposals.

Risks

• Reporting Persons may engage in further discussions with the Board, management, other shareholders, or third parties regarding governance, board composition, management, operations, business, assets, capitalization, financial condition, strategic plans, liquidity, and the future of the Issuer.
• Potential for the Reporting Persons to provide debt or equity financing to, or facilitate a restructuring of, the Issuer.
• Future actions by Reporting Persons could include acquiring or disposing of additional securities, engaging in hedging, causing changes to the corporate structure or governing documents, or effecting changes to capitalization or dividend policy.
• Investment decisions will be continuously reviewed based on factors like AGM vote outcome, Issuer's financial position, strategic direction, Board actions, share price, and market conditions.

Future Outlook

The Reporting Persons intend to continuously review their investment in Nexxen International Ltd. and may engage in further discussions with the Board and management regarding governance, strategic plans, capitalization, and potential financing or restructuring. Future actions could include acquiring or disposing of securities, altering corporate structure, or changing dividend policy, depending on various market and company-specific factors.

Management Comments

• The Board issued a Supplemental Proxy Statement dated December 26, 2025 for the AGM.
• The Board modified and approved revised proposals with respect to the composition of the Board and certain compensation arrangements.

Industry Context

The Reporting Persons' future investment decisions will consider conditions in the securities, digital advertising, and other markets, as well as general economic and industry conditions, indicating an awareness of the broader industry landscape impacting Nexxen International Ltd.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for improved corporate governance and strategic alignment due to a major shareholder's engagement. The revised proposals are believed to better align with shareholder interests.
• Management/Board: The Board has demonstrated responsiveness to significant shareholder concerns, leading to revised proposals.
• Creditors: Potential impact if discussions lead to debt financing or restructuring.

Next Steps

• The Annual General Meeting (AGM) of Shareholders is scheduled for December 30, 2025, where the revised proposals will be voted upon.
• Reporting Persons may engage in further discussions with the Board, management, other shareholders, or third parties regarding various aspects of the Issuer's business and governance.
• Reporting Persons may acquire or dispose of additional securities, engage in hedging, or cause changes to the Issuer's corporate structure, governing documents, capitalization, or dividend policy.

Key Dates

Recommendation

The resolution of the proxy dispute, with a major shareholder now supporting revised board and compensation proposals, removes immediate uncertainty and is a positive for corporate stability. However, the explicit statement that Reporting Persons may engage in further discussions regarding governance, strategic plans, potential financing, or restructuring indicates ongoing potential for significant shareholder activism and strategic shifts. This creates a 'wait and see' scenario, justifying a 'hold' recommendation as investors assess the long-term implications of this active shareholder's intentions.

Keywords

Nexxen International Ltd., Mithaq Capital SPC, Schedule 13D, proxy vote, corporate governance, shareholder activism, ordinary shares, board composition, executive compensation, digital advertising