Nayax announces the launch of its initial public offering

HERZLIYA,Israel,April 29,2021 -- Nayax Ltd. ("Nayax") announced today that it has commenced a global initial public offering of its ordinary shares to institutional investors. The offering in Israel is being made pursuant to a prospectus filed with the Israel Securities Authority which is expected to be approved. Nayax proposes to sell up to 44,000,000 of its ordinary shares in the offering,and three existing shareholders (the "Selling Shareholders") propose to sell up to 19,500,000 of Nayax's ordinary shares in the offering,collectively. The underwriters of the offering will also have a 30-day option to purchase up to an additional 9,525,000 ordinary shares from Nayax,at the initial public offering price. The initial public offering price is currently estimated to be between ILS 10 and 12 per share. Nayax intends to use the proceeds from the initial public offering for financing and expanding Nayax's business activities in line with its strategy,including entry into new territories. Nayax will not receive any proceeds from the sale of the ordinary shares by the Selling Shareholders. Nayax has applied to list its ordinary shares on The Tel-Aviv Stock Exchange Ltd. under the ticker symbol "NYAX."

There is no assurance the offering will be completed,the timing of its completion,or the terms thereof. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities,nor shall there be any sale of securities in any jurisdiction in which such offer,solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

ABOUT NAYAX

Nayax offers a complete cashless solution including telemetry,management suite and consumer engagement tools to retailers,including unattended retail. Nayax' features help operators improve their day-to-day operations and long-term planning,while their marketing tools assist operators in transforming unattended machines into 24/7 retail stores with consumer engagement activities. Nayax also ensures all transactions are secure with its fully EMV certified card readers. As a global company,Nayax's goal is to provide all payment methods in each region,ensuring consumers can pay with their preferred payment method,wherever they are located. Visit www.nayax.com for more information.

The securities referred to in this announcement have not been,and will not be,registered under the U.S. Securities Act of 1933,as amended (the "Securities Act") or under the securities laws of any state of the United States,and may not be offered,sold,resold or delivered,directly or indirectly,in or into the United States except pursuant to an exemption from,or in a transaction not subject to,the registration requirements of the Securities Act. In the United States,any offer of the ordinary shares will be made only to "qualified institutional buyers" as defined in and in reliance on Rule 144A under the Securities Act or another available exemption from,the registration requirements of the Securities Act. Outside the United States,any offer will be made in accordance with Regulation S of the Securities Act.

Forward looking statement

The information included in this press release contains,or may be deemed to contain,forward-looking statements (as defined in the U.S. Private Securities Litigation Reform Act of 1995 and the Israeli Securities Law,1968). Said forward-looking statements,relating to the initial public offering,are subject to uncertainties and assumptions and the actual results may materially differ. All forward-looking statements in this press release are based on information available to Nayax on the date hereof. All written or oral forward-looking statements attributable to Nayax are expressly qualified in their entirety by the factors referred to above. Nayax does not intend to update these forward-looking statements.

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