Convene a meeting true. 2

נאייקס בע"מ	1 551
NAYAX LTD
Corporation no: 513639013	13203

To:	Israel Securities Authority		To:	Tel Aviv Stock Exchange		ת460 ( E460 ) ( Public )		Reported via MAGNA:	28/07/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-078972	Time of broadcast: 16:40 16:40

Immediate Report of a Meeting

Regulation 36B(a) and (d) and Regulation 36C of the Securities Regulations (Periodic and Immediate Reports) 5730-1970

Explanation: If one of the items on the meeting’s agenda is approval of a transaction with a controlling owner or approval of an extraordinary offer, first complete Form E133 or E138, respectively, and then complete Form E460.

Can voting be conducted on the electronic voting system? Yes

Explanation: This field is to be completed only by foreign corporations (that are not registered in Israel) and by corporations whose securities are not listed for trading. The voting system requires corporations to process all the votes received in this system.

Link to the voting system: VOTING SYSTEM LINK

Explanation: Individuals eligible to vote on the system will receive an access link from a stock exchange member.

The Corporation gives notice of: Convene a meeting

Note: For a change in the date of the meeting (advance or deferral), select “Postponement of a meeting” or “Postponement of a meeting by a court” or “Postponement of a meeting to an unspecified date.”

Reference no. of the most recent notice of the meeting is _________ , which was called for _________

Reason for postponement or cancellation: _________ _________

Explanation: Refer to the most recent Reference no. of the notice of convention or postponement of the meeting.

1. Type of security Shares

Name of the voting security: NAYAX, Ordinary Share

No. of security on the stock exchange, entitling the holder to participate in the meeting 1175116

The effective date for determining entitlement to participate in the meeting: 04/08/2022

Explanation: If meetings are called for more than one security no., use Form E460 to file for each security separately. If your filing refers to multiple security numbers, you will be required to file an amended immediate report.

2. On 28/07/2022

A resolution was adopted to Convene a meeting Extraordinary general meeting (EGM) _________ ,

that will convene on Thursday ,   01/09/2022   at 16:00

At: The offices of Herzog, Fox & Neeman, at 6 Yitzhak Sadeh St., Tel-Aviv.

3. Agenda of the meeting:

Explanation: Numbering of the items on the agenda should correspond to the order of the items in the notice convening the meeting, if attached as a file.

Items/resolutions on the agenda:

1

1

The items/resolution and details:

Approval of Consolidation of the Registered Share Capital and of the Issued and Outstanding Share Capital of the Company

Declaration: No field is appropriate

Note: The values in this table determine the text of shareholders' declaration in the electronic voting system. For the conversion table, click Here.

Reference of the most recent filing on approval of a private proposal (Form E138): _________

No Does this item involve a transaction between the company and its controlling shareholder, as specified in Sections 275 and 320(f) of the Companies Law?

Reference no. of the most recent filing on this topic (Form E133): _________

Section in the Companies Law or the Securities Law or other law under which the resolution is being approved:
In accordance with the provisions of Section 57(6) of the Companies Law 5759-1999.

Explanation: For a transaction with a controlling owner that does not fit any field in the table of the sections of the Law, select: “Declaration: No field is appropriate” and select “Yes” regarding a transaction with a controlling shareholder.
Only in the event of a bondholders meeting or if the resolution does not concern a transaction with a controlling shareholder and no appropriate field exists, provide an explanation and specify the relevant section of the Law under which a resolution is required.

Does this issue require disclosure of any ties or other features of the voting shareholder? No

Note: You may select these values only if you also selected “Declaration: No field is appropriate” in the previous table and if the resolution does not concern a transaction with a controlling shareholder.

_________

In the event of a bondholders meeting

It was decided that another interest exists: _________

Details of other interest:
_________

Note: The text you entered to describe these matters will appear in the electronic voting system. Formulate each matter as a yes/no question. This question that will appear in the voting system alongside the resolution on the meeting’s agenda, allowing voters to select “yes” or “no,” and add additional information if they select “yes.”

Request for additional information from holders:

Request for additional information from holders: No

List of additional information required of holders or the manner in which meetings are convened (in the event of a meeting convened under Section 350):
_________

Note: This field determines the text of the demand for additional information that will appear in the electronic voting system. Voters will enter the information in a free-text field.

Amended disclosure

Neglible change or change that is exclusively in the company’s favor compared to the resolution described in the most recent filing

Removed from the agenda

Item was discussed in the previous meeting

Item was modified or a new item was added to the agenda at the order of the court

Item was modified or a new item was added to the agenda under Regulation 5B of the Companies Regulations (Notification and Publication of Notice of a General Meeting and Class Meeting in a Public Company and Addition of Items to the Agenda) 5760-2000

New item was added to the agenda after the determining date due to the following technical error:

_________

Explanation: Resolutions may not be amended after the determining date other than amendments to the terms of a transaction in the company’s favor or a negligible change. Furthermore, no new items may be added to the agenda after the determining date, other than by a court order or pursuant to Regulation 5B of the Notification and Publication Regulations

The resolution on the agenda is brought for A vote

Type of majority required to adopt the resolution: Ordinary majority _________

Does the controlling shareholder’s holding in the corporation’s shares give the controlling shareholder the majority required to adopt the proposed resolution on this item? No

2

2

The items/resolution and details:

Approval of the Replacement of the Company's Articles of Association

Amendment to Articles of Association, as in Section 20 of the Companies Law

Note: The values in this table determine the text of shareholders' declaration in the electronic voting system. For the conversion table, click Here.

Reference of the most recent filing on approval of a private proposal (Form E138): _________

No Does this item involve a transaction between the company and its controlling shareholder, as specified in Sections 275 and 320(f) of the Companies Law?

Reference no. of the most recent filing on this topic (Form E133): _________

Section in the Companies Law or the Securities Law or other law under which the resolution is being approved:
_________

Explanation: For a transaction with a controlling owner that does not fit any field in the table of the sections of the Law, select: “Declaration: No field is appropriate” and select “Yes” regarding a transaction with a controlling shareholder.
Only in the event of a bondholders meeting or if the resolution does not concern a transaction with a controlling shareholder and no appropriate field exists, provide an explanation and specify the relevant section of the Law under which a resolution is required.

Does this issue require disclosure of any ties or other features of the voting shareholder? _________

Note: You may select these values only if you also selected “Declaration: No field is appropriate” in the previous table and if the resolution does not concern a transaction with a controlling shareholder.

_________

In the event of a bondholders meeting

It was decided that another interest exists: _________

Details of other interest:
_________

Note: The text you entered to describe these matters will appear in the electronic voting system. Formulate each matter as a yes/no question. This question that will appear in the voting system alongside the resolution on the meeting’s agenda, allowing voters to select “yes” or “no,” and add additional information if they select “yes.”

Request for additional information from holders:

Request for additional information from holders: No

List of additional information required of holders or the manner in which meetings are convened (in the event of a meeting convened under Section 350):
_________

Note: This field determines the text of the demand for additional information that will appear in the electronic voting system. Voters will enter the information in a free-text field.

Amended disclosure

Neglible change or change that is exclusively in the company’s favor compared to the resolution described in the most recent filing

Removed from the agenda

Item was discussed in the previous meeting

Item was modified or a new item was added to the agenda at the order of the court

Item was modified or a new item was added to the agenda under Regulation 5B of the Companies Regulations (Notification and Publication of Notice of a General Meeting and Class Meeting in a Public Company and Addition of Items to the Agenda) 5760-2000

New item was added to the agenda after the determining date due to the following technical error:

_________

Explanation: Resolutions may not be amended after the determining date other than amendments to the terms of a transaction in the company’s favor or a negligible change. Furthermore, no new items may be added to the agenda after the determining date, other than by a court order or pursuant to Regulation 5B of the Notification and Publication Regulations

The resolution on the agenda is brought for A vote

Type of majority required to adopt the resolution: Ordinary majority _________

Does the controlling shareholder’s holding in the corporation’s shares give the controlling shareholder the majority required to adopt the proposed resolution on this item? No

Notice of convention of the meeting is attached: Nayax_General_Meeting_Immediate_Report_July_2022_isa.pdf

4. Attachments

4.1 Text of the proxy/position notifications: Nayax_Proxy_28_July_2022_isa.pdf

Yes Proxy

No Position notifications

Explanation: If a voting letter and/or position notification is attached, confirm that they are drafted according to the Companies Regulations (Proxy Voting and Position Notifications) 5766-2005. The company must combine all the position notifications (as defined in Section 88 of the Companies Law) into a single file and specify the notification publication date, the sender, and reference to the relevant page in the combined file.

4.2 File that includes candidates’ declarations and/or other documents: _________

_________ Declaration of candidate proposed to serve as a Director of the Corporation

_________ Declaration of an Independent Director

_________ Declaration of an External Director

_________ Declaration of appointment of a representative to a representation.

_________ Amended and restated bond indenture

_________ Request to approve a creditors’ settlement under Section 350

_________ Other _________

5. The quorum for the meeting:

According to the Company’s Articles of Association, a legal quorum at the General Meeting shall be formed by the presence in person or by proxy, or in any other way permitted by law, two (2) or more shareholders, holding at least twenty-five percent (25%) of the voting rights in the Company, within half an hour from the time set for the opening of the Meeting. If a legal quorum is not present at the General Meeting at the end of half an hour from the time set for the beginning of the General Meeting, the General Meeting shall be adjourned to the same day of the following week at the same time and place (the “Adjourned Meeting”). If no such legal quorum is found at the Adjourned Meeting half an hour after the scheduled time of the meeting, the Adjourned Meeting shall be held with any number of participants, regardless of the rate of holding of the participants in the voting rights in the Company. .

6.		In the absence of a quorum, the adjourned meeting will take place on 08/09/2022 , at 16:00 ,
		at: The offices of Herzog, Fox & Neeman, at 6 Yitzhak Sadeh St., Tel-Aviv. .
		In the absence of a quorum, the meeting will not take place.

7. The place and time at which it is possible to peruse all proposed resolutions that in full in the above agenda:

At the Company’s office, by prior coordination with Mr. Michael Galai, the Company's legal counsel, telephone number 03-7694380, Sunday to Thursday, between 10:00-1-15:00. .

Meeting Identification No. _________

Note: The meeting identification no. is the reference no. of the initial filing of the meeting. For the initial filing of a meeting, leave this field blank.

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: 07/06/2022
Short name: נאייקס
Address: אריק איינשטיין 3 , הרצליה 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: גלאי מיכאל עקיבא   Position of Signatory in the reporting corporation:
Name of Employer Company:
Address: אריק אינשטיין 3 , הרצליה 4659071
Telephone: 054-4565396   Fax:
E-mail: michaelg@nayax.com 1