Share Issue/Capital Change • Sep 12, 2022
Share Issue/Capital Change
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Expiration and Exercise of the Company's Options true. 2
| ������ ��"� | 1 58 |
| NAYAX LTD | |
| Corporation no: 513639013 | 13203 |
| - - - | |
| To: | Israel Securities Authority | To: | Tel Aviv Stock Exchange | �087 ( E087 ) ( Public ) | Reported via MAGNA: | 11/09/2022 | ||||
| www.isa.gov.il | www.tase.co.il | Reference: | 2022-01-116035 | Time of broadcast: 21:59 21:59 |
Amended report for distorted report sent on date 08/09/2022 Whose reference number was: 2022-01-093552
| The distortion: | Adding description of the nature of the change - expiration of Company's options |
| The distortion cause: | Human error |
| The main amendment: | Adding description of the nature of the change - expiration of 5,000 of the Company's options |
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: | Expiration and Exercise of the Company's Options |
| Explanation: Briefly describe the nature of the change |
| Reference numbers of previous reports on the subject: | 2022-01-093552 , | _________ , | _________ . |
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
| 328,786,859 | 328,822,296 |
328,821,296NAYAX W 05/2111753630
| 37,542,268 | 37,501,831 |
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 | 01/09/2022 | to | 08/09/2022 |
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: | Expiration and 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:
| Expiry of options | _________ |
Date of change: 02/09/2022 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: 37,542,268
Balance of the security held by the Holder after the change: 37,537,268
Qty. of securities that increased/decreased : 5,000
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 | |
| Expiration of Options |
2
| 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: 08/09/2022 Executed through the TASE Clearing House: Yes
| 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: 37,537,268
Balance of the security held by the Holder after the change: 37,501,831
Qty. of securities that increased/decreased : 35,437
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 | |
| _________ |
3
| 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: 08/09/2022 Executed through the TASE Clearing House: No
| 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: 328,785,859
Balance of the security held by the Holder after the change: 328,821,296
Qty. of securities that increased/decreased : 35,437
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 | 328,821,296 | 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): | |
| - - - | |
| 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: [email protected] 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: [email protected] 1 |
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