Nayax Ltd.

Declaration of Voting Results & Voting Rights Announcements • Sep 3, 2022

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NAYAX LTD
Corporation no: 513639013	13203
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To:	Israel Securities Authority		To:	Tel Aviv Stock Exchange		�049 ( E049 ) ( Public )		Reported via MAGNA:	03/09/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-091650	Time of broadcast: 19:41 19:41

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Immediate Report on the Results of a MeetingRegulation 36D of the Securities Regulations (Transaction between a Company and its Controlling Shareholder) 5761-2001Regulation 13 of the Securities Regulations (Transaction between a Company and its Controlling Shareholder) 5761-2001Regulation 22 of the Securities Regulations (Private Offering of Securities of a Registered Company) 5760-2000

Explanation: This form is used to report on all types of meetingsClarification: Complete this form for all classes of securities in respect of which a notice to convene a meeting (Form E-460) was issued

1. Meeting identification no.: 2022-01-078972

The no. of the stock exchange of the security that entitles the holder thereof to participate in the meeting 175116Name of the security on the stock exchange that entitles the holder thereof to participate in the meeting: NAYAX

2. In the meeting Extraordinary general meeting (EGM) convened on 01/09/2022 , in respect of which notice was filed using a form whose ref. no. is 2022-01-078972The items and resolutions on the agenda are:Explanation: Enter the items in the order of their appearance on the most recent Form E460 filed for said meeting.

No.	No. of item on the agenda (based on Form E-460)	Details of the item	Summary of resolution	The meeting resolved
1	Topic 1	Summary of the item: Approval of Consolidation of the Registered Share Capital and of the Issued and Outstanding Share Capital of the Company Type of majority required for approval: Ordinary majority Classification of the resolution based on Companies Law (not including Sections 275 and 320(f) of the Companies Law): Declaration: No field is appropriate No Transaction between the company and its controlling shareholders, as defined in Sections 275 and 320(f) of the Companies Law. Transaction type/ item for vote: _________	To approve the Consolidation of the Registered Share Capital and of the Issued and Outstanding Share Capital of the Company	Approve
2	Topic 2	Summary of the item: Approval of the Replacement of the Company's Articles of Association Type of majority required for approval: Ordinary majority Classification of the resolution based on Companies Law (not including Sections 275 and 320(f) of the Companies Law): Amendment to Articles of Association, as in Section 20 of the Companies Law No Transaction between the company and its controlling shareholders, as defined in Sections 275 and 320(f) of the Companies Law. Transaction type/ item for vote: _________	To approve the Replacement of the Company's Articles of Association	Approve

Details of the votes on resolutions whose adoption does not require an ordinary majority:1

A. Summary of the topic:	Approval of Consolidation of the Registered Share Capital and of the Issued and Outstanding Share Capital of the Company

B. The meeting resolved: Approve

C. The resolution concerns: _________

	No. of votes	Voted in favor	Voted against
Total voting rights	_________
Shares/securities that participated in the vote	_________
Shares/securities counted in the votes	_________	No.: _________ Percent: % _________	No.: _________ Percent: % _________
Shares/securities that participated in the vote and whose holders were not classified has having a personal interest (1)	_________	No.: _________ Percent: % _________	No.: _________ Percent: % _________

General: The percentage is always calculated with reference to the no. of shares/securities appearing on that line.1) No. of shares/securities that participated in the vote and not classified as shares whose holders have a personal interest and/or non-controlling shares, and with respect to the appointment of directors who do not have a personal interest in approving the appointment, other than a personal interest that is not the result of ties with the controlling shareholder.(2) The percentage of votes in favor/against approving the transaction of the total number of voters who do not have a personal interest in the transaction, are not controlling shareholders, or do not have a personal interest in approving the appointment other than a personal interest that is not the result of ties with the controlling shareholder.

The percentage of votes in favor of approving the transaction of the total number of voters who are not the company�s controlling shareholders or do not have a personal interest in approving the resolution: % _________

The percentage of voters against, of the total voting rights in the company: % _________

_________Explanation: Add an explanation if the number of shares that participated in the vote is greater than the number of shares counted in the vote.

_________ The company classified a shareholder who voted against the transaction as having a personal interest._________ The company classified a shareholder differently than the shareholder's self-classification.

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A. Summary of the topic:	Approval of the Replacement of the Company's Articles of Association

B. The meeting resolved: Approve

C. The resolution concerns: _________

	No. of votes	Voted in favor	Voted against
Total voting rights	_________
Shares/securities that participated in the vote	_________
Shares/securities counted in the votes	_________	No.: _________ Percent: % _________	No.: _________ Percent: % _________
Shares/securities that participated in the vote and whose holders were not classified has having a personal interest (1)	_________	No.: _________ Percent: % _________	No.: _________ Percent: % _________

General: The percentage is always calculated with reference to the no. of shares/securities appearing on that line.1) No. of shares/securities that participated in the vote and not classified as shares whose holders have a personal interest and/or non-controlling shares, and with respect to the appointment of directors who do not have a personal interest in approving the appointment, other than a personal interest that is not the result of ties with the controlling shareholder.(2) The percentage of votes in favor/against approving the transaction of the total number of voters who do not have a personal interest in the transaction, are not controlling shareholders, or do not have a personal interest in approving the appointment other than a personal interest that is not the result of ties with the controlling shareholder.

The percentage of votes in favor of approving the transaction of the total number of voters who are not the company�s controlling shareholders or do not have a personal interest in approving the resolution: % _________

The percentage of voters against, of the total voting rights in the company: % _________

_________Explanation: Add an explanation if the number of shares that participated in the vote is greater than the number of shares counted in the vote.

_________ The company classified a shareholder who voted against the transaction as having a personal interest._________ The company classified a shareholder differently than the shareholder's self-classification.

3. Details of the voters in the meeting that are institutional investors, interested parties, or senior officers:TXT file _________ .Note: Following the Notice to Corporations , you should use the �Process Voting Results� tool to produce the information required for filing this form. By law, the accuracy and integrity of this information is the exclusive responsibility of the reporting corporation.The �Process Voting Results� tool is available for download from the ISA website at: LINK

4. This form is filed further to the following reports:

Report	Issue date	Ref. no.
_________	_________	_________

Details of the Company�s authorized signatories:

	Name	Position
1	Michael Galai	Legal counsel _________

Explanation: According to Regulation 5 of Securities Regulations (Periodic and Immediate Statements) 5730-1970, any report filed according to these regulations must be signed by the corporation�s authorized signatories. See ISA Staff Position on this issue on the ISA website: LINK .

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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The corporation's securities are listed for trade on the TASE	Date of revision of form structure: 02/08/2022
Short name: ������
Address: ���� ��������� 3 , ������ 4659071
Tel: 03-7694380 ,   Fax: 09-8644201
E-mail address: michaelg@nayax.com   Company site: www.nayax.com
Previous names of reporting entity:
Name of the Signatory: ���� ����� �����   Position of Signatory in the reporting corporation:
Name of Employer Company:
Address: ���� �������� 3 , ������ 4659071
Telephone: 054-4565396   Fax:
E-mail: michaelg@nayax.com 1