Nayax Ltd.

Share Issue/Capital Change • Sep 5, 2022

Exercise of the Company's Options true. 2

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NAYAX LTD
Corporation no: 513639013	13203
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To:	Israel Securities Authority		To:	Tel Aviv Stock Exchange		�087 ( E087 ) ( Public )		Reported via MAGNA:	05/09/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-092103	Time of broadcast: 08:43 08:43

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Capital�s Status, Rights to Purchase Shares, Corporation�s Securities Registers and Changes thereinRegulation 31E of the Securities Regulations (Periodic and Immediate Reports) 5730-1970Regulation 31(a) of the Securities Regulations (Periodic and Immediate Reports) 5730-1970Regulation 31(b1) of the Securities Regulations (Periodic and Immediate Reports) 5730-1970Regulation 32 of the Securities Regulations (Periodic and Immediate Reports) 5730-1970

Nature of the change:	Exercise of the Company's Options
Explanation: Briefly describe the nature of the change

Reference numbers of previous reports on the subject:	_________ ,	_________ ,	_________ .

1. Status of the corporation�s securities after the change:Name and class of securityNo. of security on the stock exchangeQty. in registered capital

Issued and paid-up share capital
Most recent filing	Current qty.

Qty. recorded by the nominee companyNAYAX, Ordinary Share1175116700000000

328,784,752	328,786,859

328,785,859NAYAX W 05/2111753630

37,544,375	37,542,268

0NAYAX, Restricted Share Units11810310

910,000	910,000

0Explanation: Enter all the Company�s securities, including securities that are not listed for trading.

2. The corporation announces that

	on	_________
	From	29/08/2022	to	31/08/2022

a change occurred in the quantity of the corporation�s securities and in its register of securities owners (including rights to purchase shares) as a result of:

Description of the nature of the change:	Exercise of the Company's Options

Explanation: Describe all the details of the transaction or action in respect of which a change in the Corporation�s securities occurred.1

Name of the registered Holder in respect of whom the change occurred: Altshuler Shaham Trusts Ltd.
Type of identification no.: No. in the Companies Register in Israel (CN) Identification no.: 513901330

Description of the nature of the change:

Exercise of options	_________

Date of change: 29/08/2022 Executed through the TASE Clearing House: No

Type and name of the security in which the change was occurred:	NAYAX W 05/21

No. of security on the stock exchange: 1175363

Balance of the security held by the Holder according to the most recent filing: 37,544,375

Balance of the security held by the Holder after the change: 37,542,268

Qty. of securities that increased/decreased : 2,107

Did the change involve an award of rights to purchase shares? No

Total proceeds for the issued securities:	_________

No. of the underlying shares on the stock exchange: _________

Qty of underlying shares that would be created by the exercise or conversion of all securities: _________

Total proceeds that would be received from the exercise conversion of all securities into shares:_________

The exercise period of the securities:	_________

From _________ to _________

Issued securities will be listed for trading: _________

Issue of these securities follows _________ issued on _________ Ref. no. _________

	Securities paid-up in full and consideration was received in full.
	Securities paid-up in full, consideration was not received in full.
	Issued for the purpose of an ATM program.
	Other
	_________

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2

Name of the registered Holder in respect of whom the change occurred: The Tel Aviv Stock Exchange Nominee Company Ltd.
Type of identification no.: No. in the Companies Register in Israel (CN) Identification no.: 515736817

Description of the nature of the change:

Exercise of options	_________

Date of change: 29/08/2022 Executed through the TASE Clearing House: Yes

Type and name of the security in which the change was occurred:	NAYAX, Ordinary Share

No. of security on the stock exchange: 1175116

Balance of the security held by the Holder according to the most recent filing: 328,783,752

Balance of the security held by the Holder after the change: 328,785,859

Qty. of securities that increased/decreased : 2,107

Did the change involve an award of rights to purchase shares? No

Total proceeds for the issued securities:	_________

No. of the underlying shares on the stock exchange: _________

Qty of underlying shares that would be created by the exercise or conversion of all securities: _________

Total proceeds that would be received from the exercise conversion of all securities into shares:_________

The exercise period of the securities:	_________

From _________ to _________

Issued securities will be listed for trading: _________

Issue of these securities follows _________ issued on _________ Ref. no. _________

	Securities paid-up in full and consideration was received in full.
	Securities paid-up in full, consideration was not received in full.
	Issued for the purpose of an ATM program.
	Other
	_________

Explanations:1. If the change affects more than one security, list the effects of the change on each security in a separate row.2. Date of the change � Enter all the changes of the same type, involving the same security, that were performed on the same day, in a single row. For this purpose, distinguish between changes executed through the TASE Clearing House, and changes executed directly in the Company�s books.3. The change � For a decrease in quantity, add a �-" sign.4. In all the fields related to quantities, enter the quantity of securities, not their par value.

A change occurred only in the Corporation�s register of shareholders (and no change in the quantity of the Corporation�s securities occurred) as a result of:

Description of the nature of the change:	_________

Explanation: Describe all the details of the transaction or action in respect of which a change in the register occurred.1Name of the registered Holder in respect of whom the change occurred: _________

Type of identification no.:	_________	Identification no.:	_________

Date of change:	_________	Executed through the TASE Clearing House:	_________

Type and name of the security in which the change was occured:_________

TASE Security No.:	_________
Qty. of the change:	_________

Balance of the security held by the Holder after the change: _________

3. Key information from the register of shareholders as of the filing date:

No.	Name of registered shareholder	Type of identification no.	Identification no.	No. of the security on the stock exchange	Class of shares and par value	Qty. of shares	Does the Holder hold the shares as a trustee
1	The Tel Aviv Stock Exchange Nominee Company Ltd.	No. in the Companies Register in Israel (CN)	515736817	1175116	Ordinary shares of 0.0001 NIS	328,785,859	No
2	OPPENHERIMER&CO	Registration no. in the overseas country of incorporation	96185	1175116	Ordinary shares of 0.0001 NIS	1,000	No

4. Attached is a file containing the register of shareholders in accordance with the provisions of Section 130 of the Companies Law, 1999. Nayax_Ltd_-_Shareholder_Register_isa.pdf

5. Attached is an updated file containing the Corporation�s securities registers, including the register of option warrant holders and the register of bondholders. Nayax_Ltd_-_Securities_Registrar_isa.pdf

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