Nayax Ltd.

M&A Activity • Jun 9, 2022

Completion of a merger transaction between a subsidiary of the Company and On Track Innovations Ltd. (�OTI�) 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		�053 ( E053 ) ( Public )		Reported via MAGNA:	09/06/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-059037	Time of broadcast: 20:02 20:02

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Immediate Report of an Event or Matter that is Out of the Corporation�s Ordinary Course of BusinessRegulation 36 of the Securities Regulations (Periodic and Immediate Reports) 5730-1970Use Form E020 to report the results of an issuance.Use Form E125 to report a rating acton involving the Corporation or the Corporation�s bonds

Report on:		Report on late filing

Event:	Completion of a merger transaction between a subsidiary of the Company and On Track Innovations Ltd. (�OTI�)

1.	Further to the immediate reports published by the Company on January 20, 2022, March 17, 2022 and May 11, 2022 regarding the engagement of the Company and a wholly owned Israeli subsidiary of the Company (the �Target Company�) in a merger agreement with OTI (the "Merger Agreement"), the Company is pleased to report that on June 9, 2022, the transactions under the Merger Agreement were completed, such that the Target Company merged into OTI and ceased to exist, OTI became a private wholly-owned subsidiary of the Company, and the shareholders of OTI received, from the Company, an aggregate cash consideration of USD 4.5 million.
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2.The date and time at which the Corporation first learned of the event or matter: 09/06/2022 at: 19:00 .

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For a filing delayed according to Regulation 36(B):

3.	If the filing was delayed � the reason for the late filing:
	_________

4.

The impediment to filing was removed on	_________	at	_________	.

5.		The company is a shell company, as this term is defined in the TASE Rules and Regulations.

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):
2022-01-008883     2022-01-026616     2022-01-046353
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The corporation's securities are listed for trade on the TASE	Date of revision of form structure: 07/06/2022
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