(i)
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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
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(ii)
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Proxy Card whereby holders of ordinary shares of the Company may vote at the General Meeting without attending in person.
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Exhibit
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Description
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NAYAX LTD.
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By:
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/s/ Gal Omer | ||
Name: Gal Omer
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Title: Chief Compliance Officer
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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, 2023, 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.
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2. |
Re-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 2024, and
until the respective successor of each of the nominees is duly elected and qualified:
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a. |
Mr. Yair Nechmad;
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b. |
Mr. David Ben-Avi;
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c. |
Mr. Amir Nechmad;
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d. |
Mr. Nir Dor; and
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e. |
Mr. Reuven Ben Menachem.
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3. |
Remuneration of relatives of the controlling shareholders:
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a. |
Approve and ratify the terms of employment of Mr. Oded Frenkel;
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b. |
Approve and ratify the terms of employment of Mr. Reuven Amar;
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c. |
Approve and ratify the terms of service of Mr. Shai Ben-Avi;
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d. |
Approve and ratify the terms of employment of Ms. Tal Tannenbaum; and
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e. |
Approve and ratify the terms of employment of Mr. Arnon Nechmad.
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By Order of the Board of Directors,
Yair Nechmad
Chairman of the Board of Directors
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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, 2023, 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.
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2. |
Re-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 2024, and
until the respective successor of each of the nominees is duly elected and qualified:
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a. |
Mr. Yair Nechmad;
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b. |
Mr. David Ben-Avi;
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c. |
Mr. Amir Nechmad;
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d. |
Mr. Nir Dor; and
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e. |
Mr. Reuven Ben Menachem.
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3. |
Remuneration of relatives of the controlling shareholders:
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a. |
Approve and ratify the terms of employment of Mr. Oded Frenkel;
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b. |
Approve and ratify the terms of employment of Mr. Reuven Amar;
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c. |
Approve and ratify the terms of service of Mr. Shai Ben-Avi;
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d. |
Approve and ratify the terms of employment of Ms. Tal Tannenbaum; and
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e. |
Approve and ratify the terms of employment of Mr. Arnon Nechmad.
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Name
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Age
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Position
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Yair Nechmad
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61
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Co-Founder, Chairman of the Board and CEO
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David Ben-Avi
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49
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Co-Founder, Director and Chief Technology Officer
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Amir Nechmad
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64
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Co-Founder and Director
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Nir Dor
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59
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Director
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Reuven Ben Menachem
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62
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Director
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a. |
Mr. Yair Nechmad;
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b. |
Mr. David Ben-Avi;
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c. |
Mr. Amir Nechmad;
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d. |
Mr. Nir Dor; and
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e. |
Mr. Reuven Ben Menachem.”
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(i) |
Gross monthly compensation in the amount of NIS 40,700 ($11,243), including NIS 12,210 ($3,373) as global overtime pay;
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(ii) |
With appropriate corporate approvals, Mr. Frenkel’s monthly compensation may be increased, once per calendar year, by up to 10%, provided that for a period of three (3) years commencing on
April 1, 2023, Mr. Frenkel’s compensation will not increase by more than 15% over such three (3) year period;
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(iii) |
Mr. Frenkel will be entitled to an annual bonus, to be determined based on measurable goals set in advance by the Compensation Committee and the Board of Directors, provided that the bonus
awarded with respect to any calendar year will not exceed three (3) monthly salaries;
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(iv) |
Share options or other equity securities of the Company may be granted to Mr. Frenkel once per calendar year under and subject to the Company’s Global Equity Incentive Plan (2018), provided that: (a) the
exercise price of any options so granted will be equal to the weighted average share price of the Company’s ordinary shares on any stock exchange where the Company’s shares are traded in the thirty (30) days preceding the date of approval
of such award, and (b) the share options or the other equity securities will vest over a period of at least three (3) years. Additionally, the fair value of the equity
securities awarded annually to Mr. Frenkel, determined according to a generally acceptable valuation method, divided by the number of years of vesting of such securities, shall not exceed the amount of five (5) gross monthly salaries;
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(v) |
Mr. Frenkel will be entitled to a vehicle and its maintenance at the Company’s expense (excluding tax gross-up), commencing from February 2021; a cell phone from the Company and usage fees up
to NIS 200 per month; meals allowance in the amount of NIS 750 (gross) per month; and other customary social benefits, including contributions to a continuing education fund at customary rates;
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(vi) |
Mr. Frenkel will be entitled to 20 days of paid vacation per year (and will be entitled to accumulate up to 40 such days), which if not utilized may be redeemed at the end of his employment;
paid sick leave and convalescence pay in accordance with the provisions of the law and extension orders; customary directors and officers liability insurance, indemnity and exculpation; and disability insurance purchased by the Company, for
which the Company may deduct up to 2.5% of Mr. Frenkel’s pay; and
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(vii) |
Each of the Company and Mr. Frenkel may generally terminate his employment at any time, subject to 30 days prior notice.
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(i) |
Gross monthly compensation in the amount of NIS 33,000 ($9,116), including NIS 9,900 ($2,735) as global overtime pay;
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(ii) |
With appropriate corporate approvals, and at the recommendation of his direct supervisor, Mr. Amar’s monthly compensation may be increased, once per calendar year, by up to 10%, provided that
for a period of three (3) years commencing on April 1, 2023, Mr. Amar’s compensation will not increase by more than 15% over such three (3) year period;
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(iii) |
Mr. Amar will be entitled to an annual bonus, to be determined based on measurable goals set in advance by the Audit Committee and the Board of Directors, provided that the bonus awarded with
respect to any calendar year will not exceed 2.7 monthly salaries;
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(iv) |
Share options or other equity securities of the Company may be granted to Mr. Amar once per calendar year under and subject to the Company’s Global Equity Incentive Plan (2018), provided that: (a) the exercise
price of any options so granted will be equal to the weighted average share price of the Company’s ordinary shares on any stock exchange where the Company’s shares are traded, in the thirty (30) days preceding the date of approval of such
award, and (b) the share options or the other equity securities will vest over a period of at least three (3) years. Additionally, the fair value of the equity securities awarded annually to Mr. Amar, according to a generally acceptable
valuation method, divided by the number of years of vesting of such securities, shall not exceed the amount of five (5) gross monthly salaries;
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(v) |
Mr. Amar will be entitled to reimbursement of customary travel expenses; a cell phone from the Company and usage fees up to NIS 200 per month; meal allowance in the amount of NIS 750 (gross)
per month; and other customary social benefits, including contributions to a continuing education fund at customary rates;
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(vi) |
Mr. Amar will be entitled to 24 days of paid vacation per year (and will be entitled to accumulate up to 48 such days), which if not utilized may be redeemed at the end of his employment; and
customary increases in his compensation reflecting increases in cost of living expenses and convalescence pay pursuant to extension orders; and
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(vii) |
Each of the Company and Mr. Amar may generally terminate his employment at any time, subject to 30 days prior notice.
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(i) |
Monthly fee in the amount of NIS 88,983 ($24,580) plus VAT as required by law;
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(ii) |
With appropriate corporate approvals, and at the recommendation of his direct supervisor, Mr. Ben-Avi’s monthly fee may be increased, once per calendar year, by up to 10%, provided that for a
period of three (3) years commencing on March 1, 2023, Mr. Ben-Avi’s fee will not increase by more than 25% over such three (3) year period;
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(iii) |
Mr. Ben-Avi will be entitled to an annual bonus, to be determined based on measurable goals set in advance by the Audit Committee and the Board of Directors, provided that the bonus awarded with respect to any
calendar year will exceed neither three (3) times the monthly fee to which Mr. Ben-Avi is entitled nor NIS 333,686 ($92,178);
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(iv) |
Share options or other equity securities of the Company may be granted to Mr. Ben-Avi, once per calendar year under and subject to the Company’s Global Equity Incentive Plan (2018), provided
that: (a) the exercise price of the options so granted will be equal to the weighted average share price of the Company’s ordinary shares on any stock exchange where the Company’s shares are traded, in the thirty (30) days preceding the date
of approval of such awards, and (b) the share options or the other equity securities will vest over a period of at least three (3) years. Additionally, the fair value of the equity securities awarded to Mr. Ben-Avi, according to a generally
acceptable valuation method, divided by the number of years of vesting of such securities, shall not exceed the amount of six (6) times his monthly fee. Commencing in 2023, if Mr. Ben-Avi works at least 1,200 hours per year from the Company’s
offices, he will be entitled to RSUs valued at four (4) times his monthly fee; if Mr. Ben-Avi works over 1,500 hours per year from the Company’s offices, he will be entitled to RSUs valued at five (5) times his monthly fee; and if Mr. Ben-Avi
works from the Company’s offices both 1,500 hours annually and at least 300 hours in every quarter of such calendar year, he will be entitled to RSUs value at six (6) times his monthly fee;
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(v) |
Mr. Ben Avi will be entitled to 20 days of paid vacation per year (and will be entitled to accumulate up to 40 such days), which if not utilized may be redeemed at the end of his service; a
cell phone from the Company and usage fees up to NIS 200 per month; a one-time reimbursement once every three (3) years up to NIS 800 for purchasing a cellular phone; meals allowance in the amount of NIS 750 (gross) per month; up to 10 days
paid sick leave; and convalescence pay in accordance with the law and extension orders; and
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(vi) |
Each of the Company and Mr. Ben-Avi may generally terminate his services at any time, subject to 60 days prior notice.
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(i) |
Gross base monthly compensation of NIS 20,000 ($5,525), including NIS 4,000 ($1,105) global overtime pay;
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(ii) |
With appropriate corporate approvals, and at the recommendation of her direct supervisor, Ms. Tannenbaum’s monthly compensation may be increased, once per calendar year, by up to 10%, provided
that for a period of three (3) years commencing on August 1, 2023, Ms. Tannenbaum’s monthly compensation will not increase by more than 15% over such three (3) year period;
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(iii) |
Ms. Tannenbaum will be entitled to an annual bonus, to be determined based on measurable goals set in advance by the Audit Committee and the Board of Directors, provided that the bonus awarded with respect to
any calendar year will exceed neither three (3) monthly salaries nor NIS 69,000 ($19,061);
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(iv) |
Ms. Tannenbaum will be granted an annual bonus with respect to 2022 in the amount of NIS 7,500 ($2,072);
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(v) |
Share options or other equity securities of the Company may be granted to Ms. Tannenbaum, once per calendar year under and subject to the Company’s Global Equity Incentive Plan (2018),
provided that: (a) the exercise price of any options so granted will be equal to the weighted average share price of the Company’s ordinary shares on any stock exchange where the Company’s shares are traded, in the thirty (30) days preceding
the date of approval of such awards, and (b) the share options or the other equity securities will vest over a period of at least three (3) years. Additionally, the fair value of the equity securities awarded annually to Ms. Tannenbaum,
according to a generally acceptable valuation method, divided by the number of years of vesting of such securities, shall not exceed the amount of three (3) monthly salaries;
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(vi) |
Ms. Tannenbaum will be entitled to 16 days of paid vacation per year (and will be entitled to accumulate up to twice the number of such days, excluding vacation days with respect to the
then-current year), which if not utilized may be redeemed at the end of her employment, in accordance with Israeli law; the number of paid vacation days will increase annually, up to a maximum of 24 days per year (and up to a maximum of 48
such days accumulated), in accordance with the Company's general policy; paid sick leave and sick relatives paid leave in accordance with Israeli law, with full pay from the second consecutive sick day; convalescence pay in accordance with
Israeli law and extension orders; and social contributions as well as contributions to a continuing education fund at customary rates;
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(vii) |
Ms. Tannenbaum will be subject to the arrangement set forth by Section 14 of the Severance Pay Law, 1963;
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(viii) |
Ms. Tannenbaum will be entitled to reimbursement of customary travel expenses; a cell phone from the Company and usage fees up to NIS 100 per month; and meals allowance in the amount of NIS
750 (gross) per month; and
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(ix) |
Each of the Company and Ms. Tannenbaum may generally terminate her employment at any time, subject to 30 days prior notice.
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(i) |
Gross base monthly compensation in the amount of NIS 22,000 ($6,077), including NIS 6,600 global overtime pay;
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(ii) |
With appropriate corporate approvals, and at the recommendation of his direct supervisor, Mr. Nechmad’s monthly compensation may be increased, once per calendar year, by up to 10%, provided
that for a period of three (3) years commencing on April 1, 2023, Mr. Nechmad’s compensation will not increase by more than 15% over such three (3) year period;
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(iii) |
Mr. Nechmad will be entitled to an annual bonus, to be determined based on measurable goals set in advance by the Audit Committee and the Board of Directors, provided that the bonus awarded with respect to any
calendar year will exceed neither three (3) monthly salaries nor NIS 75,900 ($20,967);
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(iv) |
Share options or other equity securities of the Company may be granted to Mr. Nechmad, once per calendar year under and subject to the Company’s Global Equity Incentive Plan (2018), provided
that: (a) the exercise price of the options so granted will be equal to the weighted average share price of the Company’s ordinary shares on any stock exchange where the Company’s shares are traded, in the thirty (30) days preceding the date
of approval of such awards, and (b) the share options or the other equity securities will vest over a period of at least three (3) years. Additionally, the fair value of the equity securities awarded to Mr. Nechmad, according to a generally
acceptable valuation method, divided by the number of years of vesting of such securities, shall not exceed the amount of three (3) monthly salaries;
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(v) |
Mr. Nechmad will be entitled to 18 days of paid vacation per year (and will be entitled to accumulate up to twice the number of such days, excluding vacation with respect to the then-current year), which if not
utilized may be redeemed at the end of his employment; the number of paid vacation days will increase annually, up to a maximum of 24 days per year (and up to a maximum of 48 such days accumulated), in accordance with the Company’s general
policy; paid sick leave and sick relatives paid leave in accordance with Israeli law, with full pay from the second consecutive sick day; and convalescence pay in accordance with the law and extension orders;
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(vi) |
Mr. Nechmad will be entitled to reimbursement of customary travel expenses, which will not be less than the amount set forth by the extension orders; a cell phone from the Company and usage
fees up to NIS 100 per month; and meals allowance in the amount of NIS 750 (gross) per month; and
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(vii) |
Each of EV Meter Ltd. and Mr. Nechmad may generally terminate his employment at any time, subject to 30 days prior notice.
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![]() NAYAX LTD.
3 ARIK EINSTEIN STREET
BLDG. B, 1ST FLOOR
HERZLIYA, 4659071 ISRAEL
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![]() VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day
before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy
statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to
receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting
date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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V21025-P96575 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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The Board of Directors recommends you vote FOR the following proposals:
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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, 2023, 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.
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For
☐
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Against
☐
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Abstain
☐
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For | Against | Abstain |
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2. |
Re-elect each of the following nominees to the Board of Directors of the Company, to hold office until the close of the Company’s
annual general meeting to be held in 2024, and until the respective successor of each of the nominees is duly elected and qualified:
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3c. |
Approve and ratify the terms of service of Mr. Shai Ben-Avi.
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☐ |
☐
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☐
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For | Against | Abstain | Yes | No | ||||||||||
3ca |
Are you a “controlling shareholder” or do you have a “personal interest” (as such terms are defined in the Proxy Statement) in
approval of Proposal 3c above? Response required for vote to be counted.
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☐ | ☐ |
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2a.
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Mr. Yair Nechmad
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☐ | ☐ | ☐ |
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2b. |
Mr. David Ben-Avi
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☐ | ☐ | ☐ |
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For | Against | Abstain |
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2c.
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Mr. Amir Nechmad
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☐ | ☐ | ☐ |
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3d. |
Approve and ratify the terms of employment of Ms. Tal Tannenbaum.
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☐
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☐
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☐
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2d. |
Mr. Nir Dor
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☐ | ☐ | ☐ |
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Yes | No |
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3da |
Are you a “controlling shareholder” or do you have a “personal interest” (as such terms are defined in the Proxy Statement) in
approval of Proposal 3d above? Response required for vote to be counted.
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☐
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☐
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2e. |
Mr. Reuven Ben Menachem
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☐ | ☐ | ☐ |
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3. |
Remuneration of relatives of the controlling shareholders:
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For | Against | Abstain |
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3a. |
Approve and ratify the terms of employment of Mr. Oded Frenkel.
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☐ | ☐ | ☐ |
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3e.
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Approve and ratify the terms of employment of Mr. Arnon Nechmad.
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☐
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☐
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☐
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Yes | No |
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3aa |
Are you a “controlling shareholder” or do you have a “personal interest” (as such terms are defined in the Proxy Statement) in
approval of Proposal 3a above? Response required for vote to be counted.
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☐ | ☐ |
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Yes | No |
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3ea |
Are you a “controlling shareholder” or do you have a “personal interest” (as such terms are defined in the Proxy Statement) in
approval of Proposal 3e above? Response required for vote to be counted.
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☐ |
☐ | |||||||||
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For | Against | Abstain |
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3b.
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Approve and ratify the terms of employment of Mr. Reuven Amar.
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☐ | ☐ | ☐ |
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Yes | No |
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NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
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3ba |
Are you a “controlling shareholder” or do you have a “personal interest” (as such terms are defined in the Proxy Statement) in
approval of Proposal 3b above? Response required for vote to be counted.
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☐ | ☐ |
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners
should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date | Signature (Joint Owners) |
Date |
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V21025-P96575
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