Nayax : Immediate Report of Meeting

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2024

Commission file number: 001-41491

NAYAX LTD.

(Translation of registrant's name into English)

Arik Einstein Street, Bldg. B, 1st Floor

Herzliya 4659071, Israel (Address of principal executive offices)

_____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F☒ Form 40-F☐

EXPLANATORY NOTE

An Annual General Meeting of Shareholders of Nayax Ltd. (the "Company") will be held at the offices of the Company, 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, on July 10, 2024, at 4:00 p.m. Israel time (the "General Meeting"). In connection with the General Meeting, the Company hereby furnishes the following documents:

1. Notice and Proxy Statement with respect to the General Meeting describing proposals to be voted upon at the General Meeting, the procedure for voting in person or by proxy at the General Meeting and various other details related to the General Meeting; and
2. Proxy Card whereby holders of ordinary shares of the Company may vote at the General Meeting without attending in person.

The Notice and Proxy Statement are attached to this Form 6-K as Exhibit 99.1 and the Proxy Card is attached to this Form 6-K as Exhibit 99.2.

This Form 6-K and related exhibits are hereby incorporated by reference into all effective registration statements filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") or with the Israel Securities Authority (the "ISA"), including without limitation the Company's Registration Statement on Form S-8 filed with the SEC (File Nos. 333-267542), the Company's Registration Statement on Form F-3 filed with the SEC (File Nos. 333-274812) and any effective shelf registration statement filed by the Company with the ISA.

EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

Exhibit Description

1. Notice and Proxy Statement with respect to the Company's Annual General Meeting of Shareholders to be held on July 10, 2024
2. Proxy Card for the Company's Annual General Meeting of Shareholders to be held on July 10, 2024

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NAYAX LTD.

By: /s/ Gal Omer

Name: Gal Omer

Title: Chief Legal Officer

Date: May 30, 2024

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Exhibit 99.1

NAYAX LTD.

3 Arik Einstein Street

Building B, 1st Floor

Herzliya 4659071

Israel

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 10, 2024

The Annual General Meeting of Shareholders of Nayax Ltd. (the "Company") will be held at the offices of the Company, 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, on July 10, 2024, at 4:00 p.m. Israel time, or at any adjournments or postponements thereof (the "General Meeting"), for the following purposes:

1. Approve and ratify the re-appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm for the year ending December 31, 2024, and until the next annual general meeting of shareholders, and to authorize the Company's Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services.
2. Elect each of the following nominees to the Board of Directors of the Company, to hold office until close of the Company's annual general meeting to be held in 2025, and until the respective successor of each of the nominees is duly elected and qualified:
3. 1. Mr. Yair Nechmad;
   2. Mr. David Ben-Avi;
   3. Mr. Nir Dor;
   4. Mr. Reuven Ben Menachem; and
   5. Mr. Eran Havshush.
4. Elect each of the following nominees as an external director of the Company, each for a three-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999, or the Companies Law:
5. 1. Ms. Rina Shafir; and
   2. Ms. Vered Raz Avayo.

The financial statements of the Company for the fiscal year ended December 31, 2023 will be presented for discussion at the General Meeting.

The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the persons designated as proxies shall vote according to their own judgment on those matters.

Board Recommendation

The Board of Directors recommends that you vote "FOR" each of the above proposals, as are described in the attached proxy statement.

Record Date

Only holders of record of ordinary shares, par value NIS 0.001 per share (the "Ordinary Shares") at the close of business on June 4, 2024 (the "Record Date") shall be entitled to receive notice of and to vote at the General Meeting. If your Ordinary Shares are registered in your name, you are a holder of record. If your Ordinary Shares are not held in your name, please see "How You Can Vote" below.

How You Can Vote

For information regarding how you can vote, refer to "How You Can Vote" in the attached Proxy Statement.

Even if you plan to attend the General Meeting, the Board of Directors unanimously recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the General Meeting.

This Notice and the documents mentioned therein, as well as the proposed resolutions on the agenda, can be viewed at the Company's registered office at 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel Tel: [phone], Sunday through Thursday between 10:00 a.m. - 3:00 p.m. Israel time, and will also be made available to the public on the Company's website http://www.nayax.com, the U.S. Securities and Exchange Commission's website at http://www.sec.govand in addition at http://www.magna.isa.gov.ilor http://maya.tase.co.il.

By Order of the Board of Directors,

Yair Nechmad

Chairman of the Board of Directors

Herzliya, Israel

May 30, 2024

NAYAX LTD.

3 Arik Einstein Street

Building B, 1st Floor

Herzliya 4659071

Israel

PROXY STATEMENT

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 10, 2024

This Proxy Statement is furnished to the holders of ordinary shares, par value NIS 0.001 per share (the "Ordinary Shares") of Nayax Ltd. (the "Company") in connection with the solicitation by the board of directors of the Company (the "Board of Directors" or the "Board") of proxies for use at the annual general meeting of shareholders (the "General Meeting"), to be held on Wednesday, July 10, 2024, at 4:00 p.m. Israel time at the offices of the Company, 3 Arik Einstein Street, Building B, 1st Floor, Herzliya, Israel, or at any adjournments or postponements thereof.

It is proposed at the General Meeting to adopt the following items:

1. Approve and ratify the re-appointment of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, as the Company's independent registered public accounting firm for the year ending December 31, 2024, and until the next annual general meeting of shareholders, and to authorize the Company's Board of Directors, following the approval of the Audit Committee, to approve and ratify the remuneration of such firm in accordance with the volume and nature of their services.
2. Elect each of the following nominees to the Board of Directors of the Company, to hold office until close of the Company's annual general meeting to be held in 2025, and until the respective successor of each of the nominees is duly elected and qualified:
3. 1. Mr. Yair Nechmad;
   2. Mr. David Ben-Avi;
   3. Mr. Nir Dor;
   4. Mr. Reuven Ben Menachem; and
   5. Mr. Eran Havshush.
4. Elect each of the following nominees as an external director of the Company, each for a three-year term, subject to, and in accordance with, the provisions of the Israeli Companies Law, 5759-1999, or the Companies Law:
5. 1. Ms. Rina Shafir; and
   2. Ms. Vered Raz Avayo.

The financial statements of the Company for the fiscal year ended December 31, 2023 will be presented for discussion at the General Meeting.

Shareholders Entitled to Vote

Only shareholders of record at the close of business on June 4, 2024 (the "Record Date"), shall be entitled to receive notice of, and to vote on the matters to be presented at, the General Meeting. At the close of business on May 26, 2024, the Company had outstanding 36,261,634 Ordinary Shares. If your Ordinary Shares are registered in your name, you are a holder of record. If your Ordinary Shares are not held in your name, please see "How You Can Vote" below.

How You Can Vote

A form of proxy card for use at the General Meeting is attached to this Proxy Statement and has been sent to the shareholders together with a prepaid return envelope for the proxy. By appointing "proxies", shareholders may vote at the General Meeting, whether or not they attend. If a properly executed proxy in the enclosed form is received by the Company within the timeframes outlined below, all of the Ordinary Shares represented by the proxy shall be voted as indicated on the proxy card. If you are a registered shareholder, subject to applicable law and the rules of the Nasdaq Stock Market, LLC ("Nasdaq"), in the absence of instructions, the Ordinary Shares represented by properly executed and received proxies will be voted FOR all of the proposed resolutions to be presented at the General Meeting for which the Board of Directors recommends a "FOR" vote.

Whether or not you plan to attend the General Meeting, it is important that your Ordinary Shares be represented. Accordingly, you are kindly requested to complete, date, sign and mail the enclosed proxy in the envelope provided at your earliest convenience.

• Shareholders of record on the Company's U.S. transfer agent shareholder list are requested to complete, date and sign the enclosed form of proxy and to return it no later than Wednesday, July 10,

2024, at 6:59 a.m. Israel time (i.e., 11:59 p.m. ET on Tuesday, July 9, 2024) in the pre-addressed envelope provided. Alternatively, such shareholders may vote electronically before such time at www.proxyvote.com using the control number provided with your proxy materials.

• If your Ordinary Shares are held through a bank, broker or other nominee, which in turn holds the shares through Cede & Co. as nominee for The Depository Trust Company, such Ordinary Shares are considered to be held in "street name" and you are the beneficial owner with respect to such Ordinary Shares ("Beneficial Owners"). A Beneficial Owner as of the Record Date has the right to direct the bank, broker or other nominee how to vote Ordinary Shares beneficially owned by such Beneficial Owner at the General Meeting. If your Ordinary Shares were held in "street name" as of the Record Date, these proxy materials are being forwarded to you by your bank, broker or other nominee (who is considered, with respect to such Ordinary Shares, as the shareholder of record), together with a voting instruction card for you to use in directing the bank, broker or nominee how to vote your Ordinary Shares.
• Shareholders registered in the Company's shareholders register in Israel ("Registered Shareholders") and shareholders who hold Ordinary Shares through members of the Tel Aviv Stock Exchange ("TASE" and "TASE Member", respectively) that are included among the Ordinary Shares registered in the Company's shareholders register in Israel under the name of a nominee company in Israel ("Non-registeredShareholders") should deliver or mail (via registered mail) a completed written ballot (in the form filed by the Company via MAGNA, the online platform of the Israel Securities Authority ("TASE Ballot") to the Company's offices, c/o Ms. Gal Omer, at 3 Arik Einstein Street, Building B, 1st Floor, Herzliya 4659071, Israel no later than Wednesday, July 10, 2024, at 12:00 p.m. Israel time (i.e., at least four (4) hours before the General Meeting starts). By this time, Registered Shareholders must also provide the Company with a copy of their identity card, passport or certificate of incorporation ("Identifying Information"). A TASE Ballot submitted by a Registered Shareholder or Non-registered Shareholder without Identifying Information attached to it will not be valid. Non- registered Shareholders must provide the Company with an ownership certificate confirming their ownership of the Company's Ordinary Shares on the Record Date, which certificate must be approved by a recognized financial institution ("Ownership Certificate"), as required by the Companies Law and Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000, as amended. A TASE Ballot submitted by a Non-registered Shareholder without an Ownership Certificate attached to it will not be valid. A Non-registered Shareholder is entitled to receive the Ownership Certificate at the branch of the TASE Member through which such shareholder holds his Ordinary Shares, or request from such TASE Member to deliver it by mail. Such a request shall be provided to the relevant TASE Member in advance, and with respect to a specific securities account. A Non-registered Shareholder may direct the relevant TASE Member to deliver the Ownership Certificate to the Company through the electronic voting system of the Israel Securities Authority (the "Electronic Voting System").
• Alternatively, Israeli Non-registered Shareholders may vote electronically via the Electronic Voting System, no later than Wednesday, July 10, 2024, at 10:00 a.m. Israel time (i.e., at least six (6) hours before the General Meeting starts). A Non-registered Shareholder should receive instructions about electronic voting from the TASE Member through which such Non-registered Shareholder holds his Ordinary Shares.

Execution of a proxy will not in any way affect a shareholder's right to attend the General Meeting and vote in person, and any person giving a proxy has the right to revoke it in accordance with Section 9 of the Israel Companies Law Regulations (Proxy Voting and Positions Statements), 2005 (the "Companies Law Regulations (Proxy Voting)").

• Shareholders of record who intend to vote their Ordinary Shares in person are requested to bring proof of identity to the General Meeting.
• Because a Beneficial Owner with shares held in "street name" is not a shareholder of record, such shareholders may not vote those Ordinary Shares directly at the General Meeting unless they obtain a "legal proxy" from the bank, broker or other nominee that holds the Ordinary Shares directly, giving them the right to vote the Ordinary Shares at the General Meeting. Brokers that hold ordinary shares in "street name" for clients typically have authority to vote on "routine" proposals even when they have not received instructions from beneficial owners. None of the items on the General Meeting agenda may be considered routine. Therefore, it is important for a shareholder that holds Ordinary Shares through a bank, broker or other nominee to instruct its bank, broker or other nominee how to vote its Ordinary Shares, if the shareholder wants its Ordinary Shares to count for all proposals.

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• Both Registered Shareholders and Non-registered Shareholders who intend to vote their Ordinary Shares in person must provide the Company with Identifying Information prior to meeting and Non- registered Shareholders must also provide an Ownership Certificate, no later than Sunday, July 7, 2024, at 4:00 p.m. Israel time (i.e., at least seventy-two (72) hours before the General Meeting starts). Both Registered Shareholders and Non-registered Shareholders may revoke their proxies or TASE Ballot (as applicable) in accordance with Section 9 of the Companies Law Regulations (Proxy Voting).

Even if you plan to attend the General Meeting, the Board of Directors unanimously recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the General Meeting.

Expenses and Solicitation

The Board of Directors is soliciting proxies for use at the General Meeting. The Company expects to mail this Proxy Statement and the accompanying proxy cards to the shareholders on or about June 7, 2024. In addition to solicitation of proxies by the shareholders by mail, certain officers, directors, employees and agents of the Company may solicit proxies by telephone, mail or other personal contact. The Company shall bear the cost of the solicitation of the proxies, including postage, printing and handling and shall reimburse the reasonable expenses of brokerage firms and others for forwarding materials to beneficial owners of Ordinary Shares.

This Proxy Statement and proxy card shall also serve as a voting deed (ktav hatzba'a), as such term is defined under the Companies Law.

Change or Revocation of Proxy

Shareholder may revoke the authority granted by execution of his or her proxy at any time before the effective exercise thereof by, as applicable: (i) filing with the Company a written notice of revocation or duly executed proxy bearing a later date; (ii) electronically voting through the Electronic Voting System at a later date (but no later than six (6) hours prior to the time of the General Meeting); or (iii) voting in person at the General Meeting. However, attendance at the General Meeting will not in and of itself constitute revocation of proxy, and if a shareholder attends the General Meeting and does not elect to vote in person, his or her proxy or electronic voting through the Electronic Voting System will not be revoked.

Quorum and Vote Required for Approval of Each of the Proposals

Two (2) or more shareholders holding Ordinary Shares conferring in the aggregate at least twenty-five percent (25%) of the voting power of the Company, present in person or by proxy at the General Meeting and entitled to vote thereat, shall constitute a quorum. If within half an hour from the time appointed for the General Meeting a quorum is not present, the General Meeting shall be adjourned to the same day of the following week, at the same time and place, or at such other day, time and place as shall be prescribed by the Board of Directors in a notification to the shareholders. At such reconvened meeting, any one (1) shareholder present in person or by proxy shall constitute a quorum regardless of the number of Ordinary Shares represented.

Pursuant to the Companies Law, the approval of Proposals 1 and 2each requires the affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy, and voting on the matter presented.

Pursuant to the Companies Law, the approval of Proposal 3requires the affirmative vote of at least a majority of the voting power represented at the General Meeting, in person or by proxy, and voting on the matter presented, provided that one of the following two alternatives must apply: (i) such majority vote at the General Meeting shall include at least a majority of the total votes of shareholders who are not controlling shareholders of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating in the voting at the General Meeting in person or by proxy, without taking abstentions into account; or (ii) the total number of votes of the non-controlling shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.

For this purpose, "personal interest" is defined under the Companies Law as: (1) a shareholder's personal interest in an act or a transaction of the Company, including (i) the personal interest of any of his or her relatives (which include for these purposes the foregoing shareholder's spouse, siblings, parents, grandparents, descendants, and spouse's descendants, siblings, and parents, and the spouse of any of the foregoing); (ii) a personal interest of a corporation in which a shareholder or any of his/her aforementioned relatives serve as a director or the chief executive officer, owns at least 5% of its issued share capital or its voting rights or has the right to appoint a director or chief executive officer; and (iii) a personal interest of an individual voting via a power of attorney given by a third party (even if the empowering shareholder has no personal interest), and the vote of an attorney-in-fact shall be considered a personal interest vote if the empowering shareholder has a personal interest, and all with no regard as to whether the attorney-in- fact has voting discretion or not, but (2) excludes a personal interest arising solely from the fact of holding shares in the Company.

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"Controlling shareholder" is defined under the Companies Law as any shareholder who has the ability to direct the Company's activity, excluding such ability arising solely from the execution of the duties of a director or other officer of the Company. Additionally, the Israeli Securities Law, 1968 sets forth a presumption that any shareholder holding 50% or more of the "means of control" of the Company is a "controlling shareholder". "Means of control" is defined under the Israeli Securities Law, 1968 as any one of the following: (i) the right to vote at a general meeting of the Company, or (ii) the right to appoint directors of the Company or its chief executive officer. For the purpose of Proposal 3, the term "controlling shareholder" shall also include the holder of 25% or more of the right to vote at a general meeting of the Company, provided no other shareholder holds more than 50% of the right to vote at a general meeting of the Company. Two (2) or more persons entitled to vote at a general meeting of the Company, each of whom has personal interest in the approval of a transaction, shall be considered as a single holder for the purpose of the approval of such transaction.

According to the Companies Law Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) 5760-2000, by signing and submitting the attached Proxy Card, a shareholder declares and approves that he or she has no personal interest in the approval of any of the items on the Meeting agenda, except if such shareholder notified the Company of such personal interest in writing. If you believe that you have a personal interest in any of the items on the Meeting agenda and you wish to inform that Company of such personal interest, you should submit such information in advance of voting to the Company's offices, c/o Ms. Gal Omer, at 3 Arik Einstein Street, Building B, 1st Floor, Herzliya 4659071, Israel.

Other Matters

The Company is currently unaware of any other matters that may be raised at the General Meeting. Should any other matters be properly raised at the General Meeting, the persons designated as proxies shall vote according to their own judgment on those matters. One or more shareholders holding at least one percent (1%) of the Company's total voting rights may present proposals for consideration at the General Meeting (and in case of proposals for nominating or removal of a director, at least five percent (5%) of the Company's total voting rights) by submitting their proposals to the Company's offices, c/o Ms. Gal Omer, at 3 Arik Einstein Street, Building B, 1st Floor, Herzliya 4659071, Israel, no later than the close of business on Thursday, June 6, 2024. If the Company determines that a shareholder's proposal is appropriate for inclusion in the General Meeting agenda, a revised agenda will be published by the Company.

Reporting Requirements

The Company is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to foreign private issuers. The Company fulfills these requirements by filing reports with the SEC. The Company's filings are available to the public on the SEC's website at http://www.sec.gov.

As a foreign private issuer, the Company is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements. The circulation of this Notice and Proxy Statement should not be considered as an admission that the Company is subject to the proxy rules under the Exchange Act.

COMPENSATION OF EXECUTIVE OFFICERS

For information concerning the salary expenses and social benefit costs of the Company's five highest compensated executive officers in the year ended December 31, 2023, see Item 6.B. of the Company's Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on February 28, 2024 (the "Annual Report"), a copy of which is available on the SEC's website at http://www.sec.gov or on the Company's website at https://nayax.com.

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CORPORATE GOVERNANCE

According to the Company's Amended and Restated Articles of Association (the "Articles"), the number of Company directors must not be less than three (3) and shall not exceed seven (7) members. The term of office of the directors expires at each annual general meeting, provided that their respective replacement has been duly elected or appointed. At each annual general meeting the then-serving directors may be re-nominated to serve an additional one-year term that expires at the annual general meeting held in the year following such election, provided that their respective replacement has been duly elected or appointed.

As an Israeli company, the Company is subject to various corporate governance requirements under the Companies Law, including relating to matters such as external directors, the audit committee, the compensation committee and the internal auditor.

Under U.S. securities laws, the Company qualifies as a "foreign private issuer" (as such term is defined in Rule 3b-4 under the Exchange Act). As a foreign private issuer, the Company is permitted to comply with Israeli corporate governance practices instead of the corporate governance rules of Nasdaq, provided that the Company discloses which requirements it is not following and the equivalent Israeli requirement, as we currently do in Item 16G. "Corporate Governance" of our Annual Report. We also qualify as a "controlled company" as such term is defined in applicable Nasdaq listing rules. Although we do not intend to rely on any "controlled company" exemption from Nasdaq corporate governance rules, we may elect to rely on such exemptions in the future.

As a foreign private issuer, the Company is exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and the Company's officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, the Company is not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. For more information regarding the Company's corporate governance practices, see Item 6. "Directors, Senior Management and Employees" of our Annual Report.

Committees of the Company's Board of Directors

The Board of Directors has established an audit committee, a remuneration committee and a nominating and corporate governance committee. Each committee operates in accordance with a written charter that sets forth such committee's structure, operations, membership requirements, responsibilities and authority to engage advisors, among other duties, as required by Nasdaq listing standards applicable to U.S. domestic listed companies. Members serve on these committees until their resignation or until otherwise determined by the Board of Directors. The Company's Board of Directors may establish other committees as it deems necessary or appropriate from time to time. For more information regarding the Company's committees, see Item 6.C. "Board Practices - Committees of our Board of Directors" of the Company's Annual Report.

Other Corporate Governance Practices

Below is a summary of other key governance practices and policies that the Board of Directors believes help advance the Company's goals and protect the interests of the shareholders, including:

• Base a portion of the compensation opportunity of our executive officers on our and their respective performance.
• Set annual performance targets to our chief executive officer based on measurable objectives.
  Adopted a 'clawback policy' and include in our Compensation Policy 'clawback' provisions
• which allow us under certain circumstances to recoup excess incentive compensation to executive officers where the company is required to prepare a financial restatement to correct a
  material error.
• Maintain a majority independent Board of Directors, including two external directors under the Companies Law.
• Maintain entirely independent audit and remuneration committees.

• Annual bonuses are subject to the attainment of pre-set periodic objectives, individual and Company targets determined annually, and to discretionary evaluations.
  Offer equity and cash compensation which we believe enhances alignment between executive
• officers' interests with the Company's and shareholders' long-term interests, as well as strengthens retention and motivation of executive officers in the long-term.
• Taylor executive officers' compensation to target our short and long-term goals, as well as each officer's individual performance.
  Include in our compensation policy measures designed to reduce executive officers' incentives to take excessive risks that may harm us in the long-term, such as limit cash bonuses and
• equity-basedcompensation, as well as the ratio between the variable and the total compensation of an executive officer and set minimum vesting periods for equity-based compensation.

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	DIVERSITY OF THE BOARD OF DIRECTORS
The table below provides certain information regarding the diversity of the Board of Directors as of the date of this Proxy Statement.
	Board Diversity Matrix
Country of Principal Executive Offices:		Israel
Foreign Private Issuer		Yes
Disclosure Prohibited Under Home Country Law		No
Total Number of Directors		7
		Female	Male	Non-binary	Did Not
					Disclose
					Gender
Part I: Gender Identity
Directors		2	5	-	-
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction		-
LGBTQ+		-
Did Not Disclose Demographic Background		1

BENEFICIAL OWNERSHIP OF THE COMPANY'S ORDINARY SHARES

The beneficial ownership of Ordinary Shares is determined in accordance with the SEC rules and generally includes any Ordinary Shares over which a person exercises sole or shared voting or investment power. For purposes of the table below, Ordinary Shares subject to options or other rights that are exercisable on or within 60 days of May 26, 2024, are deemed to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of calculating the percentage ownership of that person but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. The percentage of Ordinary Shares beneficially owned is based on 36,261,634 Ordinary Shares outstanding as of May 26, 2024.

All of the Company's shareholders, including the shareholders listed below, have the same voting rights attached to their Ordinary Shares. Neither the Company's principal shareholders nor the Company's directors and executive officers will have different or special voting rights with respect to their Ordinary Shares. Unless otherwise noted, the address of each shareholder listed below is 3 Arik Einstein Street, Building B, 1st Floor, Herzliya 4659071, Israel.

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