Tremor International : Notice of 2022 Annual General Meeting

THIS DOCUMENT AND THE ENCLOSED DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this Document, please take advice from a stockbroker, solicitor, accountant or other independent professional adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this Document, together with the enclosed documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some of your Ordinary Shares, you should contact the bank, stockbroker or other agent through whom the sale was effected.

The Notice of Annual General Meeting to be held at 82 Yigal Alon Street, Tel Aviv, 6789124, Israel at 12:30 p.m. (Israel time) on 14 December 2022 is set out at the end of this Document. Whether or not you propose to attend the Annual General Meeting, you are requested to complete and return the enclosed Form of Proxy or Form of Direction in accordance with the instructions printed on the form. The return of a Form of Proxy or Form of Direction will not preclude a member from attending and voting at the Annual General Meeting in person should he/she subsequently decide to do so

TREMOR INTERNATIONAL LTD.

(Incorporated and registered in Israel under number 513956060)

Proposed Reelection of Directors

Proposed Reappointment of Independent External Auditor Proposed Increase to the Fee of Chair of the Audit Committee Proposed Increase to Available Pools of the Equity Compensation Plans

Proposed Repricing of Certain Options Held by Non-Executive and Non-Director Employees

and

Notice of Annual General Meeting

No person should construe the contents of this Document as legal, tax or financial advice and recipients of this Document should consult their own advisers as to the matters described in this Document.

Copies of this Document will be available on the Company's website at www.tremorinternational.com.

Cautionary note regarding forward-looking statements

This Document contains statements about the Company that are or may be "forward-looking statements". All statements, other than statements of historical facts, included in this Document may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects" or words or terms of similar substance, or the negative thereof, are forward- looking statements. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company. These factors are discussed in the "Risk Factors" section of filings that the Company makes with the SEC, including its Annual Report on Form 20-F for the year ended 31 December 2021, subsequent reports on Form 6-K and other documents filed by the Company from time to time with the SEC. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future. Past performance is not a guarantee of future performance. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules for Companies, UK MAR or the DTRs), the Company does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Document are based on information available to the Directors of the Company at the date of this Document, unless some other time is specified in relation to them, and the posting or receipt of this Document shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Notice to overseas persons

The distribution of this Document in certain jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

CONTENTS
EXPECTED TIMETABLE ....................................................................................................................................	3
LETTER FROM THE CHAIRMAN OF TREMOR INTERNATIONAL LTD. .........................................................	4
DEFINITIONS ....................................................................................................................................................	11
NOTICE OF ANNUAL GENERAL MEETING....................................................................................................	12

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EXPECTED TIMETABLE

Dispatch of this Document and the enclosed documents	9 November 2022
Record Date	14 November 2022
Latest date and time for Shareholders to submit proxies	12 December 2022 at 10:30 a.m.
in respect of the General Meeting	(London time)
Latest date and time for holders of Depositary Interests
to submit proxy instructions through CREST in respect of	9 December 2022 at 10:30 a.m.
the General Meeting	(London time)
General Meeting	14 December 2022 at 12:30 p.m.
	(Israel time)

____________________________

Notes

1. References to time in this Document are to London time unless otherwise stated.
2. Each of the times and dates in the above timetable are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

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LETTER FROM THE CHAIRMAN OF TREMOR INTERNATIONAL LTD.

(Incorporated and registered in Israel under number 513956060)

Directors:	Registered Office:
Christopher Stibbs (Non-Executive Chairman)	82 Yigal Alon Street
Neil Jones (Senior Non-Executive Director)	Tel Aviv
Joanna Parnell (Non-Executive Director)	6789124
Lisa Klinger (Non-Executive Director)	Israel
Rebekah Brooks (Non-Executive Director)
Norm Johnston (Non-Executive Director)	9 November 2022
Ofer Druker (Chief Executive Officer)
Yaniv Carmi (Chief Operating Officer)
Sagi Niri (Chief Financial Officer)

Proposed Reelection of Directors

Proposed Reappointment of Independent External Auditor Proposed Increase to the Fee of Chair of the Audit Committee Proposed Increase to Available Pools of the Equity Compensation Plans

Proposed Repricing of Certain Options Held by Non-Executive and Non-Director Employees

and

Notice of Annual General Meeting

Dear Shareholder,

1. Introduction

I am writing to inform you that the 2022 Annual General Meeting of the Company will be held on 14 December 2022 at 12:30 p.m. (Israel time). The formal notice of the Annual General Meeting and full details of all resolutions to be proposed are set out in this Document.

There are thirteen resolutions proposed to be adopted at the Annual General Meeting.

2. Re-election of Directors

The Articles require the Directors to retire and if wishing to serve again, to offer themselves for re-election by the shareholders at each annual general meeting.

Resolutions 1-9 propose to re-elect each of the Directors for a further term of one year ending on the date of the Company's next annual general meeting in 2023.

The Board currently consists of nine directors, six of which are non-executive directors: (i) Christopher Stibbs; the Chairman of the Board and a non-executive director; (ii) Neil Jones, the Senior Non-Executive Director;

1. Joanna Parnell, a non-executive director; (iv) Lisa Klinger, a non-executive director; (v) Rebekah Brooks, a non-executive director; and (vi) Norm Johnston, a non-executive director. The three remaining directors are the Company's executive directors, Ofer Druker, the Company's Chief Executive Officer, Yaniv Carmi, the Company's Chief Operating Officer, and Sagi Niri, the Company's Chief Financial Officer.

Each of Mr. Stibbs, Mr. Jones, Ms. Brooks, Mr. Johnston, Ms. Klinger and Ms. Parnell qualifies as an independent director under the corporate governance standards of the Nasdaq Stock Market and under the independence requirements of Rule 10A3(b)(1) of the U.S. Securities Exchange Act of 1934, as amended.

Each of Mr. Jones and Ms. Klinger qualifies as an "audit committee financial expert", as defined by the rules of the SEC and has the requisite financial experience defined by listing standards of The Nasdaq Stock Market; and each of the Company's directors has the necessary qualifications and expertise required under the Israeli Companies Law, to serve as a director of a public company.

All members of the Audit Committee, the Compensation Committee and the Sustainability, Nominating and Governance Committee are non-executive directors, with Ms. Klinger serving as the Chair of the Audit Committee, Mr. Jones serving as the Chair of the Compensation Committee, and Mr. Stibbs serving as the Chair of the Sustainability, Nominating and Governance Committee.

Biographical details for each of the Directors are set out below:

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Christopher Stibbs. Christopher Stibbs has served as a member of the Board of Directors since May 2019 and as the Non-Executive Chairperson since September 2020. Mr. Stibbs has over 25 years of experience as an executive in the media industry. Until August 2019, he served as Chief Executive of The Economist Group (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 Chief Financial Officer. He is credited with overseeing the Economist 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. Mr. Stibbs 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, IWSR and Sagacity Data Solutions.

Neil Jones. Neil Jones has served as a member of the Board of Directors since 2014.Mr. Jones is currently Corporate Development Director of Huntsworth / Ashfield the international Pharma Commercialisation business created by the merger of Huntsworth and UDG in August 2021. Prior to that Mr. Jones was Chief Operating Officer and Chief Financial Officer at Huntsworth PLC from February 2016. He joined Huntsworth PLC 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 B.A. in Economics from the University of Manchester and completed the ACA in July 1990 with Price Waterhouse. Mr. Jones is also a non-executive Director of Sivota PLC a UK listed special opportunities vehicle which invests in undervalued technology business.

Joanna Parnell. Joanna Parnell has served as a member of the Board of Directors since 2014. Ms. Parnell is the Co-Founder of strategic marketing consultancy Project50, designing commercial growth strategies for C- suite business leaders in the United Kingdom and the United States. Previously, Ms. Parnell 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 Wavemaker in March 2016, Ms. Parnell was Director of Strategy and sat on the management team at Unique Digital (now a WPP PLC 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 at the London School of Marketing between 2005 and 2006.

Lisa Klinger. Lisa Klinger has served as a member of the Board of Directors since April 2021. Ms. Klinger has nearly 30 years of experience in international finance. Most recently, between 2018 and 2019, Ms. Klinger was Chief Financial Officer at Ideal Image Development Corp, one of the largest cosmetic and aesthetic services providers in the United States. Prior to that, between 2016 and 2017, she held the role of Chief Financial and Administrative Officer at Peloton Interactive Inc., the American exercise equipment and media company. Ms. Klinger has also held senior finance roles at Vince Holdings Inc. and Fresh Market Inc., where she was Executive Vice President and Chief Financial Officer completing Public Offerings at both companies. In addition, she was Senior Vice President, Finance and Treasurer, and Acting Chief Financial Officer at Michaels Stores Inc. Ms. Klinger is currently a member of the board of directors and the chair of the audit committee of Emerald Holding Inc. (NYSE:EEX), a leading operator of B2B trade shows in the United States and the audit committee of the Container Store Group, Inc. (NYSE:TCS), the leading specialty retailer of storage, organization products, custom closets and in home services in North America. Ms. Klinger holds a B.S.B.A. in Finance from Bowling Green State University.

Rebekah Brooks. Rebekah Brooks has served as a member of the Board of Directors since June 2020. Ms. Brooks is Chief Executive of British newspaper publisher News Corp UK and Ireland, 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, Ms. Brooks 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 Corp UK and Ireland, 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.

Norm Johnston. Norm Johnston has served as a member of the Board of Directors since June 2020. Mr. Johnston is a veteran employee of News Corp. Until recently, he was the Chief Executive Officer of Unruly, the digital advertising business we acquired in January 2020, a position he has held since April 2018. Mr. Johnston has been involved in digital marketing since joining the marketing industry's first digital agency, Modem Media in 1995. In 1997, Mr. Johnston launched Modem Media UK ("Modem"), one of Britain's first and

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