Code of Ethics

1 September, 2022

Background:

The Nayax Group (‘the company’) believes in professional and interpersonal relationships that are based on respect, trustworthiness and concern for others. The company regards the values of excellence, professionalism, efficiency and partnership as essential for it to continue to be a leading company in the field of management and clearing technologies for manned and unmanned points of sale.

The purpose of this Code of Ethics is that the company and the parties that take part in its business operations, including the company’s executives, employees, business partners and suppliers, conduct themselves ethically.

This code does not constitute a substitute for the statutes and regulations that are relevant to the company’s operations and should not be regarded as such. It is intended by the company to define the minimum standards of conduct that should be observed and used as a guide and compass in cases where the provisions of the law or the company’s internal procedures do not provide a clear answer and determining the proper standard of conduct requires discretion.

If it is not possible to comply with the code because of provisions of statute and regulations, you should comply with the statute and regulations while acting in the spirit of the code to the greatest extent possible. If local customs or procedures conflict with the provisions of the code, steps should be taken to change them as soon as possible to facilitate compliance with the provisions of the code.

For the avoidance of doubt, the Code of Ethics does not grant any third party a right against the company or any of its employees and officers.

Message from the CEO:

Dear employees,

Throughout the company’s lifetime, we have taken care to comply with norms and values that allow us to build strong relationships with our customers and business partners. These relationships are based on mutual confidence, excellent service and our commitment to act with the highest ethical standards.

Our reputation as a company whose employees are strictly honest and fair in all their dealings is an important asset of ours, which helps us to set an example, serve as a role- model and maintain our excellence and leadership in all the countries where we operate.

The company’s Code of Ethics is an additional means of strengthening our moral commitment and protecting our reputation as a company that acts honestly and fairly in all its dealings. The code is an ethical cornerstone and all of us are expected to uphold it on a daily basis. It will help us to continue to succeed and flourish in our aspirations of business and ethical excellence.
The code’s principles are relevant to each of us. Everyone is personally responsible for strengthening our core values and ensuring high ethical standards and work norms in accordance with the procedures and the Code of Ethics. We should all work to incorporate them in our conduct and that of our colleagues so that we act honestly and fairly and ensure that we always do the right thing.

If we all play our part, I am sure that the company will continue to deserve the confidence that its employees, customers and business partners have in it.
Thank you for your contribution to the company being a unique environment where we are all proud to work.

Yours,
Yair Nechmad, CEO

The company’s employees:

The company’s human capital is a source of pride to the company and the basis for its success. The employees are the company’s most important asset and the main resource for its growth and leadership role in its field of operations. The company’s employees jointly aspire to create a pleasant, warm and dynamic work environment.

The company undertakes to its employees as follows:

That it will treat the employees sensitively, caringly and fairly at all stages of their
employment.
That it will provide equal opportunities when recruiting, employing and promoting employees and to recognize the unique contribution of each employee to the company’s success.
That it will facilitate and promote the personal, professional and managerial development of all the company’s employees and to encourage every employee to realize his full potential by investing considerable resources in training, development and the realization of personal and professional excellence.
That it will ensure the welfare and satisfaction of the company’s employees.
That its executives will set the employees a personal example in their conduct, decisions and actions.
That it recognizes the importance of open internal channels of communication and a high-quality internal service as a basis for improving the decision-making process in the company and as essential for the company’s employees and executives to feel a sense of belonging.
That it regards each of its employees as deserving of individual attention and aspires to be attentive to all the employee’s needs and to provide a solution to them, with an emphasis on striking a balance between his personal life and his work life.
That it works to create a pleasant work environment and to encourage its employees to inform it of any conduct that violates the company’s procedures or values, including harassment and violence of any kind.
That it encourages transparency of information, the sharing of knowledge and mutual study and brainstorming.
That it encourages creative thinking among its employees and the implementation of innovative ideas.

The company’s employees undertake to the company and their work colleagues as follows:

To act transparently, honestly and fairly and to treat the company’s resources responsibly and with respect.
To set a high professional standard and to act responsibly and professionally, while engaging in continuous study, development and improvement, to ensure that the company will remain a leading company in its field.
To comply with the company’s procedures and policy that are in force from time to time in a uniform, professional and objective manner.
To act responsibly and resolutely to promote the interests of the company and its customers.
To promote teamwork, mutual assistance and partnership with a common language and open, tolerant and respectful communications with our associates.
To avoid conflicts of interest and receiving benefits.
To represent the company and protect its reputation at all times and to dress appropriately and decorously.

The company’s customers

The company’s customers are a main asset that is essential for its existence. The company regards the providing of a high-quality service to the customer as of paramount importance. This will build a continuing, strong and credible relationship based on mutual respect and loyalty.

The company insists upon full transparency and provides its customers with complete, precise, reliable and clear information.
The company is committed to a quick, professional and available service based on open, respectful and frank communication.
The company acts fairly, reliably and effectively in dealing with requests from our customers.
The company takes responsibility for the comprehensive handling of every request until it is completed, with an aspiration to maximize customer satisfaction.
The company respects its customers and aspires to treat every customer equally and provide a creative solution that is tailored to his needs.
The company is committed to protecting the confidentiality of its customers’ information according to what is agreed with them.

The company’s business partners and suppliers:

The company regards relationships with its business partners and suppliers as a springboard for development, mutual growth and strengthening the company’s business. The company creates relationships that are based on a joint focus and concern for the customer’s best interests.

The company aspires to create a dialogue that is based on partnership, open communications and tolerance, while protecting the interests of the company and its partners.
The company aspires to make fair transactions that are advantageous to all parties and is punctilious in performing the undertakings and agreements that it makes.
The company chooses business partners and suppliers on the basis of objective and professional criteria and with equal opportunities, irrespective of sex, ethnicity, age, special needs, etc.

Authorities:

The company maintains an open channel of communications and professional dialogue with regulators and the various governmental authorities, in view of the importance of regulations.

The company is committed to operating in accordance with regulatory requirements, its internal work procedures and the powers granted to it.
The company is precise and dependable in the messages that it communicates.
The company aspires to familiarize itself thoroughly with the professional and legal rules that are relevant to its operations and refrains from dealings that may conflict with them.
The company competes fairly and markets its products responsibly and professionally.

Community:

As a leading company in the field of the management and clearing of manned and unmanned points of sale , the company is aware of its responsibility to the community and members of the public. The company believes in implementing its values and using its abilities for the benefit of the community by working for and contributing to the community in a variety of fields.

The company believes in the value of giving and provides opportunities for its employees to contribute to community projects.
The company supports weaker elements of the population as a basis for strengthening Israeli society.
The company and its systems are committed to providing an accessible solution that is tailored to the needs of end users that belong to groups with special needs.
The company supports integration in the company of employees who belong to all sectors and elements of the population, including minorities and other disadvantaged groups.

Integrity and the prohibition of corrupt dealings and conflicts of interest

The company attributes supreme importance to fair and honest dealings and will show zero tolerance for any kind of dishonesty, including cases of conflicts of interest and/or bribery and corruption.

The company attributes great importance to honesty in its dealings, including the prevention of bribery and corruption, favoritism, conflicts of interests and improper motives.
The company operates fairly and honestly and avoids getting into situations where its interests may conflict with the personal interests of its executives, employees, business partners or suppliers.
In its relationships with its customers, its business partners and suppliers, the company avoids giving and receiving gifts and benefits (in cash or cash equivalents) that may have even the appearance of an attempt to buy preferential treatment, the change of a decision or the making of a personal profit.
The company is required to report to the relevant authorities any conflict of interest and/or suspicion of a conflict of interest between the company and its main shareholders, as well as any suspicion of fraud or theft.

Reporting Violations

The company is committed to full, prompt, and fair enforcement of the provisions of this Code of Ethics. Anyone who learns of information indicating that a violation of this Code of Ethics or any other company policy has been or is about to be committed, or of any conduct that undermines the company’s proper organizational operations, shall immediately report those facts.

Notifying (i) the Chief Legal Officer, who serves as the company’s designated Code of Ethics Officer, (ii) the Chief Compliance Officer, (iii) the company’s Human Resources department, (iv) the employee’s supervisor; or
Making an anonymous report using the company’s anonymous reporting website: https://www.nayax.com/whistleblowing-reporting-form/

The company encourages all employees, officers and directors to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations. It is prohibited, and is a violation of this Code of Ethics, for anyone associated with the company to retaliate in any way against anyone who has reported to the company in good faith information indicating that a violation of this Code of Ethics may have occurred or may be about to occur.

Protection for Reporting Violations

Nothing in this Code of Ethics or any other company policy limits the ability of an employee, officer or director to communicate with or provide information to any governmental agency or commission regarding possible legal violations without disclosure to the company as protected under applicable whistleblower laws. The company prohibits retaliation for any of these activities.

Anti-Bribery Policy

1. Introduction

It is the policy of the Nayax Group, comprised of Nayax Ltd. and its subsidiaries and affiliates (”Nayax”, the “Company”, or “we/us”) to conduct all of its business in an honest and ethical manner. We take a zero-tolerance approach to Bribery and Corruption and are committed to acting professionally, fairly and with integrity in all our business dealings and relationships, wherever we operate, by implementing and enforcing effective systems to counter bribery.

Nayax considers that Bribery and Corruption have a detrimental impact on business by undermining good governance and distorting free markets.

Nayax benefits from carrying out business in a transparent and ethical way and by helping to ensure that there is honest, open and fair competition in our sectors. Where there is a level playing field, Nayax can lead the market through innovation and by delivering excellent services and products to its customers.

This policy sets out what is and is not acceptable in general terms, but if you are in any doubt as to whether any conduct could amount to bribery, the matter should be referred to the company’s legal team.

2. DEFINITIONS

2.1. “Agent”: Any individual acting as an agent, paid by the company, acting on the company’s behalf in negotiating with Third Parties.

2.2. “Bribery” / “Corruption”: Bribery occurs when one person offers, pays, seeks or accepts a payment, gift, favour, or a financial or other advantage from another to influence a business outcome improperly, to induce or reward improper conduct or to gain any commercial, contractual, regulatory or personal advantage. It can be direct or indirect through Third Parties.

2.3. “Company”: Nayax Ltd. and all its subsidiaries and affiliated companies.

2.4. “Conflict of Interest”: Occurs when an individual or organization is involved in multiple interests, one of which could possibly corrupt, or be perceived to corrupt, the motivation for an act in another.

2.5. “Donation”: A Donation is a voluntary contribution in the form of monetary or non-monetary gifts to a fund or cause for which no return service or payment is expected or made. Contributions to industry associations or fees for memberships in organizations that serve business interests are not necessarily considered Donations.

2.6. “Employee”: For the purposes of this policy this includes all individuals working at all levels and grades, including senior managers, officers, directors, employees (whether permanent, fixed-term or temporary), consultants, contractors, trainees, wherever they are located.

2.7. “Facilitation Payments”: A form of Bribery in which small payments are made with the purpose of expediting or facilitating the performance by a Public Official of a routine governmental action and not to obtain or retain business or any other undue advantage. Facilitation payments are typically demanded by low level and low-income Public Officials in exchange for providing services to which one is legally entitled without such payments.

2.8. “Gifts, Invitations & Hospitality”: Invitations given or received to social functions, sporting events, meals and entertainment, gifts or customary tokens of appreciation.

2.9. “Intermediary”: Includes but is not limited to Agents, distributors, consultants, sales representatives, implementation partners, sales partners.

2.10. “Kickback”: A bribe to obtain an undue advantage, where a portion of the undue advantage is ‘kicked backed’ to the person who gave, or is supposed to give, the undue advantage.

2.11. “Public Official”: Officials or employees of any government or other public body, agency or legal entity, at any level, including officers or employees of state-owned enterprises and officers or employees of enterprises which are mandated by a public body or a state-owned enterprise to administrate public functions.

2.12. “Sponsorship”: Sponsorship is about partnering with external organizations to deliver mutual benefits through an exchange of monies, products, services, content or other intellectual property.

2.13. “Third Party”: Any individual or organization an Employee or Agent comes into contact with during the course of his/her work for us. This includes actual and potential customers, suppliers, business contacts, Intermediaries, government and public bodies, including their advisors, representatives and officials, politicians and political parties.

3. SCOPE

3.1. This policy applies to all Employees, Agents and relevant Third Parties of the Company and shall be communicated to them at the outset of our business relationship and as appropriate thereafter.

3.2. This policy applies in all countries or territories where the Company operates. Where local customs, standards, laws or other local policies apply that are stricter than the provision of this policy, the stricter rules must be complied with. However, if this policy stipulates stricter rules than local customs, standards, laws or other local policies, the stricter provisions of this policy shall apply.

4. GIFTS, INVITATIONS & HOSPITALITY

4.1. All Employees and Agents are expected to conduct themselves with integrity, impartiality and honesty at all times. Accordingly, all Employees are required to follow these rules on Gifts, Hospitality and Entertainment

4.2. All Employees and Agents must maintain a high standard of professionalism and not open themselves up to suspicion of dishonesty or put themselves in a position of conflict between work and private interests. Gifts and entertainment given and received as a reward, inducement or encouragement for preferential treatment or inappropriate or dishonest conduct are strictly prohibited. In particular, no gifts, hospitality or entertainment may be given or accepted during a tender process or during contractual negotiations if there is any realistic risk that such gifts or entertainment could influence the outcome of such processes or negotiations.

4.3. Employees and Agents are prohibited from accepting a gift or giving a gift to a third party in the following situations:
(a) It is made with the intention of influencing a Third Party to obtain or retain business, to gain a business advantage, or to reward the provision or retention of business or a business advantage, or in explicit or implicit exchange for favors or benefits;
(b) It gives rise to any suspicion of unlawful or seemingly unlawful conduct;
(c) It includes cash or a cash equivalent (such as gift certificates or vouchers);
(d) It is of an inappropriate type and value and given at an inappropriate time (e.g. during a tender process); and
(e) It is given secretly and not openly.

4.4. Employees, Agents and business partners must never offer, pay, solicit or accept bribes in any form, including facilitation payments.

4.5. Employees, Agents and business partners should report to the legal team any instance where a facilitation payment is alleged to have been paid on the Company’s behalf.

5. CHECKING OUT SUPPLIERS AND PARTNERS: DUE DILIGENCE

5.1. Where there is a Significant Bribery Risk the legal team must be consulted in relation to appropriate anti-bribery compliance measures before:

(a) Appointing a new supplier;
(b) Entering into a partnership;
(c) Appointing an agent to work on the Company’s behalf; or
(d) Entering into a new contract/or amending the terms of an existing contract

5.2. A Significant Bribery Risk will arise if:-

(a) The services being provided involve work being undertaken, directly or indirectly on our behalf, in any High Risk Jurisdiction;
(b) The services involve goods passing through borders between High Risk Jurisdictions;
(c) The services involve business partners paying fees, taxes or payments on behalf of Nayax in relation to the import or export of goods;
(d) The services involve business partners obtaining official permits, permissions or agreement from public officials or agencies; or
(e) There are any particular reasons to suspect that the risk of corruption or bribery is higher than normal.

5.3. The legal team will advise on the level of due diligence required and the form of any anti-bribery clauses required in relation to an agreement or contract. Any due diligence must be completed before:

(a) The contract with an agent or partner is signed or renewed;
(b) The agent does any work;
(c) The partnership undertakes any activities;

6. Hospitality/Entertainment

6.1. Nayax employees may occasionally receive invitations from suppliers or others to corporate hospitality or entertainment events.

6.2. Hospitality or entertainment may only be accepted if:-

(a) Employees or personnel from the supplier are in attendance;
(b) The supplier does not pay any accommodation or (more than trivial) travel expenses for employees;
(c) The entertainment and/or acceptance of it could not be interpreted as a reward, inducement or encouragement for a favour or preferential treatment; and
(d) It is not unduly lavish or extravagant.
6.3. Employees and business partners should consult with the legal team regarding any instance where they have a doubt if the hospitality/entertainment offered to them comply with the above guidelines, before the fact to the extent possible; after the fact, where needed.

7. Political and charitable contributions

7.1. We do not make contributions or donations to political organisations or independent candidates, nor do we incur any political expenditure.

7.2. We respect the right of individual employees to make personal contributions, provided they are not made in any way to obtain advantage in a business transaction.

7.3. We may communicate our views to government and others, on matters which affect our business interests or those of our shareholders and Employees, as a way of assisting in the development of regulation and legislation affecting the business.

8. Protection

Employees who refuse to take part in bribery or corruption, or report in good faith under this policy their suspicion that an actual or potential bribery or other corruption offence has taken place or may take place in the future will be protected from detrimental treatment/retaliation. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern.