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Who we are… Tremor International Ltd. is a global leader in advertising technologies with operations in more than 60 countries.

What we do… we help advertisers deliver impactful stories and connect to their target audiences

Why we do it… a significant market opportunity exists within video advertising as the sector continues to expand

Our vision… to create one of the largest unified programmatic marketplaces specialised in video

Board of Directors

Tim Weller, Non-Executive Director and Chairman
Tim Weller is the founder of Incisive Media and its Chairman. He successfully floated the company on the Main Market of the London Stock Exchange in 2000 and in 2006 he led the £275m management buyout which took the company private again. Mr. Weller was a non-executive director and Chairman of RDF Media from 2005-2010 and was also Non-Executive Chairman of Polestar from 2009-2011 until its sale to Sun European Partners LLP. Mr. Weller was a member of the Shadow Cabinet New Enterprise Council, which advised the then Shadow Chancellor of the Exchequer, George Osborne, on business and enterprise prior to the 2010 General Election. Mr. Weller was Chairman of InternetQ from April 2013 – April 2016. Tim is also Chairman of Trustpilot, a leading provider of trusted company reviews, and Superawesome, a company with leading technology that powers the global kids’ digital media ecosystem.

Ofer Druker, Chief Executive Officer
Ofer Druker joined Tremor International in November 2017 as Executive Chairman of the Tremor Video division and has been instrumental in the successful integration of Tremor Video since its acquisition by Tremor International in August 2017. Mr. Druker was appointed Chief Executive Officer in April 2019 following the completion of the merger with RhythmOne plc. Mr. Druker was the founder and CEO of Matomy Media Group Ltd until April 2017, having built Matomy from its inception in 2007 into a digital media company with revenues of $276.6 million for the full year ended December 2016. Mr Druker was responsible for leading and integrating Matomy’s most important strategic transactions, including the acquisitions of Team Internet, Media Whiz, Mobfox and Optimatic.

Sagi Niri, Chief Financial Officer
Sagi Niri has over 20 years’ experience in finance and leadership roles in the technology and real estate sectors. Sagi previously served as Chief Executive Officer of Labs Ltd, the office-as-a-service company, and Chief Financial Officer of LabTech Investments Ltd, Labs’ parent company, which owns and manages office, retail and residential real estate in London. In addition, Sagi spent over nine years at London Stock Exchange-listed Matomy Media Group Ltd, the data-driven advertising company, initially as Chief Operating Officer/Chief Financial Officer and more recently as Chief Executive Officer. Sagi is a member of the Institute of Certified Public Accountants in Israel and holds an MBA in Finance from Manchester University and a BA in Corporate Finance from the College of Management in Israel.

Yaniv Carmi, Chief Operating Officer
Yaniv Carmi joined the company in 2010, becoming Chief Financial Officer in January 2011, a position he held for nine years. In March 2020, Yaniv was appointed Chief Operating Officer in an expansion of the company’s senior management team. He is currently responsible for the delivery of Tremor’s business plan and driving the company’s international growth ambitions. Yaniv was instrumental in Tremor’s IPO in 2014 and in the subsequent global expansion in operations, including significant M&A activity. He is an experienced finance professional, whose previous roles include tax and audit senior at KPMG, Israel. Yaniv is also a Certified Public Accountant and holds a B.A. degree in Economics and Accounting from Ben-Gurion University and an MBA in Financial Management from Tel Aviv University.

Neil Jones, Senior Non-Executive Director
Neil Jones is currently Chief Operating Officer and a director of Huntsworth plc, the healthcare communications and public relations group, which is listed on the Main Market of the London Stock Exchange. Prior to which, Neil held the position of Chief Financial Officer at Huntsworth between February 2016 to October 2019. He joined Huntsworth from ITE Group plc, the international exhibitions group, where he held the position of Chief Financial Officer from 2008. Between 2003 and 2008, Mr. Jones was Group Finance Director at Tarsus Group plc and prior to that, he spent five years as Finance Director (Europe) at Advanstar Communications. Mr. Jones has a BA degree in Economics from the University of Manchester and completed the ACA in July 1990 with Price Waterhouse.

Joanna Parnell, Non-Executive Director
Joanna Parnell is the Co-Founder of strategic marketing consultancy Project50, designing commercial growth strategies for C-suite business leaders in the UK and US. Previously, Joanna was Managing Partner at Wavemaker (formerly MEC), one of the world’s leading media agency networks and owned by WPP plc, where she led the paid digital and data team, overseeing the agency’s focus on data driven campaigns. Prior to moving to MEC in March 2016, Ms. Parnell was Director of Strategy and sat on the management team at Unique Digital (now a WPP company), with responsibility for setting product and business strategy, including leading the multichannel planning strategy (cross-device and cross-platform), managing product heads and driving key initiatives across data buying, attribution modelling and biddable media adaptation. Ms. Parnell has a Masters in German and Business from the University of Edinburgh and studied as a postgraduate student at the London School of Marketing between 2005 and 2006.

Chris Stibbs, Non-Executive Director
Chris Stibbs has over 25 years’ experience as an executive in the media industry, most recently, until August 2019, he was Chief Executive of The Economist Group. Previously, he held a number of roles within the group including head of the Economist Intelligence Unit (the group’s B2B arm) and CFO. He is credited with overseeing the group’s resilience and transition through the unprecedented disruption experienced by the publishing industry over the last 15 years. Prior to this, he held positions with Pearson and Incisive Media. Chris is a fellow of the Associations of Chartered Accountants and Corporate Treasurers, currently has a non-executive role at Oxford University Press and is Chairman of Times Higher Education.

Rebekah Brooks, Non-Executive Director
Rebekah Brooks is Chief Executive of British newspaper publisher News UK, part of News Corp, a position she has held since 2015, having first joined News Corp in 1989. Starting as a feature writer for the News of the World, Rebekah became Editor of the Sun in 2003, a position she held until July 2009. From 2009 to 2011, she served as Chief Executive of News International, overseeing a period of significant growth in newspaper operating profit and paid-for digital subscriptions at The Times. Following her appointment as Chief Executive of News UK, Ms. Brooks restructured the Sun’s online strategy, driving significant audience growth. In 2016, she also oversaw the strategic acquisition of Wireless, the owner of national radio brands talkSPORT, talkRADIO and Virgin Radio. Ms. Brooks is a Director of News Group Newspapers and Times Newspapers, and a Non-Executive Director of PA Group, the parent company of the Press Association (PA).

Norm Johnston, Non-Executive Director
Norm Johnston is a veteran employee of News Corp. Until recently he was the CEO of Unruly Group, the digital advertising business acquired by Tremor in January 2020, a position he has held since April 2018. Mr. Johnston has been involved in digital marketing since its inception, having joined the marketing industry’s first digital agency, Modem Media in 1995. In 1997, Mr. Johnston launched Modem Media UK, one of Britain’s first and most successful digital agencies. After Modem was acquired by Publicis in 2007, Norm joined WPP and GroupM’s Mindshare, where he held a number of senior roles between 2007 and 2018, including Global Chief Digital Officer and Global CEO of its FAST business unit, a team of over 2,000 specialists in 115 cities working for global clients such as Unilever, Nestle, and American Express. Mr. Johnston holds a BA in Economics and Political Science from Northwestern University and an MBA in Marketing from Duke University’s Fuqua School of Business.

Reports, Webcasts & Presentations, Circulars

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Share Price

Symbol: TRMR

Current share price: 147.50 GBX

Shareholder Information

Last updated 03 July 2020

Number of Securities in Issue
Tremor International Ltd (formerly ‘Taptica International Ltd.’) was admitted to the Alternative Investment Market (AIM) of the London Stock Exchange on 28 May 2014. The Company’s shares are not traded on any other stock exchange. Tremor International’s issued share capital consists of 133,393,709. Ordinary Shares with a nominal value of NIS 0.01 each, along with 25,597,508 shares reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereto). The total number of shares not in public hands is 70,434,398 representing 52.80%* of the total issued share capital. There are no restrictions on the transfer of the company’s shares.

Major Shareholders (3% or above)

ShareholderNumber of Ordinary SharesPercentage of Issued Ordinary Share Capital
Toscafund Asset Management 29,331,56522.0%
Schroder Investment Management 20,034,45615.0%
Mithaq Capital 18,417,05213.8%
News Corp 8,525,3236.4%
Ibex Investors LLC 5,415,0004.1%
Hargreaves Lansdown Asset Management 5,209,1213.9%
Interactive Investor 4,938,2523.7%
River & Mercantile Asset Management 4,918,9203.7%

*As defined by the AIM Rules for Companies, shares not in public hands includes shares held by Directors of the Company and all shareholders with over 10% of the total voting rights of the company.

Corporate Governance

Last updated 11 May 2020

Chairman’s Introduction – Tim Weller, Non-Executive Director and Chairman
The Directors of Tremor International Ltd recognize the importance of high standards of corporate governance and have adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), in-line with AIM requirements.

The Board believes that good corporate governance reduces risks within the business, promotes confidence and trust amongst its stakeholders and is an important part of the effectiveness and efficiency of the company’s management framework. As Chairman, I take seriously the responsibility of monitoring the performance of the Board, its committees and that of the individual directors, while providing overall leadership to the Board and acting as a liaison between the Board and senior management as well as representing the interests of shareholders. This is particularly important as we continue to rapidly expand our operations and implement our strategy to maintain a leading position in the fast-changing ad-tech industry.

The QCA Code includes ten broad principles that Tremor International strives to implement in order to deliver growth to its shareholders in the medium- and long- term. How the Board complies with the principles of the QCA Code can be found in Tremor International QCA Principles Compliance. Further updates on the company’s compliance will be provided on an annual basis and in our next annual report. The QCA Code can be found on the QCA’s website: www.theqca.com.

Tremor International has an audit committee, a remuneration committee and a nomination committee with formally delegated rules and responsibilities.

Audit Committee
The Audit Committee is comprised of  Neil Jones (Chairman), Christopher Stibbs and Joanna Parnell. The Audit Committee is expected to meet at least four times a year and otherwise as required. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. In addition, under the Companies Law, the Audit Committee is required to monitor deficiencies in the administration of the Company, including by consulting with the internal auditor and independent accountants, to review, classify and approve related party transactions and extraordinary transactions, to review the internal auditor’s audit plan and to establish and monitor whistle-blower procedures. The Audit Committee has unrestricted access to the Company’s external auditors.

Remuneration Committee
The Remuneration Committee is comprised of Neil Jones, Joanna Parnell (Chairman) and Christopher Stibbs. It is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for: (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the chairman, each executive and non-executive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.

Nomination Committee
The Nomination Committee is currently comprised of Christopher Stibbs (Chairman), Neil Jones and Joanna Parnell. It is expected to meet not less than once a year and at such other times as required. The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The Nomination Committee also has responsibility for recommending new appointments to the Board and to the other Board committees. It is responsible for identifying suitable candidates for board membership and monitoring the performance and suitability of the current Board on an ongoing basis.

AIM Rule 26

Last updated 04 June 2020

The information under TremorInternational.com/investors is disclosed pursuant to AIM Rule 26 which governs companies listed on the London Stock Exchange’s AIM market. Additional information can be found below.

Business Description

For information on Tremor International’s business please see Business Divisions.

Corporate Governance and Board Committees
For information on Tremor International’s adoption of and compliance with the Quoted Companies Alliance Corporate Governance Code and its Board Committees please see Corporate Governance.

Takeover Regulations
Tremor International is not subject to the UK City Code on Takeovers and Mergers (the “City Code”) because its registered office and its place of central management and control are outside the UK, the Channel Islands and the Isle of Man. As a result, certain protections that are afforded to shareholders under the City Code, for example in relation to a takeover of a company or certain stake building activities by shareholders, do not apply to Tremor International. However, the Company’s Articles of Association contain certain provisions in relation to major acquisitions of shares. In addition, the Company is subject to Israeli law, which regulates acquisitions of shares through tender offers and mergers and regulates other matters that may be relevant to these types of transactions. Further information is contained in paragraph 17 of Part IV of the Company’s admission document.

Israeli Law
Tremor International is incorporated under Israeli law. The rights and responsibilities of holders of Ordinary Shares are governed by the Articles and by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical English incorporated companies.

In particular, a shareholder of an Israeli company has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his power in the company, including, among other things, in voting at a general meeting of shareholders on certain matters. Israeli law provides that these duties are applicable in shareholder votes on, among other things, amendments to a company’s Articles of Association, increases in a company’s authorised share capital, mergers and interested party transactions requiring shareholder approval. In addition, a controlling shareholder, a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote, and a shareholder that possesses the power to appoint or prevent the appointment of a director or executive officer of a company, has a general duty of fairness towards the company.

Further, the Companies Law requires Israeli public companies to have at least two Outside Directors who shall be appointed for a term of three years (which can be extended for two additional three-year terms) and can be removed from office (including by shareholder vote) only under very limited circumstances. See paragraph 19.4 of Part I of the Company’s Admission Document for further information.

Country of Incorporation and Main Country of Operation
Tremor International is incorporated under the laws of the State of Israel, and its principal offices and research and development facilities are located in Israel. Registered Office: Hashmonaim, 121, Tel Aviv 6713328, Israel.

Current Constitutional Documents
Articles of Association

Securities in Issue
The identity and percentage holding of Tremor International’s significant shareholders and the number of securities in issue can be found under Shareholder Information.

Admission Document
Access the company’s Admission Document

Advisors

Nominated Adviser and Broker
finnCap Ltd, 60 New Broad Street, London EC2M 1JJ

Legal Advisers as to English law
Charles Russell Speechlys LLP, 5 Fleet Place, London EC4M 7RD

Legal Advisers as to Israeli law
Naschitz, Brandes, Amir & Co, Advocates, 5 Tuval Street, Tel Aviv 6789717, Israel

Reporting Accountants and Auditors
KPMG, Somekh Chaikin, KPMG Millennium Tower, 17 Ha’arba’a Street P.O.B. 609, Tel Aviv 61006, Israel
KPMG UK, 15 Canada Square, Canary Wharf, London E14 5GL

Financial PR
Vigo Communications, Sackville House, 40 Piccadilly, London W1J 0DR

Registrar
Link Market Services (Guernsey) Limited, Mont Crevelt House, Bulwer Avenue, St Sampson, Guernsey GY2 4LH

Depositary
Link Market Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

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