Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 10, 2022, On Track Innovations Ltd. (the "Company") held an extraordinary general meeting of its shareholders (the "Meeting") to consider certain proposals related to the Agreement and Plan of Merger, dated March 17, 2022, by and among the Company, Nayax Ltd., a company incorporated under the laws of the State of Israel ("Nayax"), and OTI Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of Nayax (the "Merger Sub") (the "Merger Agreement").

All proposals voted on at the Meeting were approved as recommended by the Board of Directors of the Company.

The final results of the shareholder voting at the Meeting are set forth below. Shareholders voted on the following proposals:

Proposal No. 1 - Approval of the Merger.

The acquisition of the Company by Nayax, including: (i) the Merger Agreement; (ii) the merger of Merger Sub with and into the Company (the "Merger") on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with Sections 314-327 of the Israeli Companies Law, 5759-1999, following which Merger Sub will cease to exist as a separate legal entity and the Company will become a wholly-owned subsidiary of Nayax, with the Company being the surviving corporation in the Merger (the "Surviving Corporation"); (iii) the consideration to be received by the shareholders of the Company in the Merger, consisting of $4,500,000 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"), to be divided among the holders of the Company's ordinary shares outstanding immediately prior to the effective time of the Merger; and (iv) all other transactions and arrangements contemplated by the Merger Agreement, was approved by the Company's shareholders, as follows*:





   For        Against    Abstain   Broker Non-Votes
35,046,820   4,688,760    2,000           0

* Voting results below exclude shares voted by shareholders indicating that they

did not affirm that they are not an OTI Merger Sub Ltd. affiliate (as defined

in the proxy statement filed by the Company with the Securities and Exchange

Commission on April 5, 2022).

Proposal No. 2 - Advisory Vote regarding the Merger-Related Executive Compensation.

The shareholders approved, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the Company's executive officers and/or directors in connection with the Merger and the agreements and understandings pursuant to which such compensation may be paid or become payable. The votes were as follows:





   For        Against     Abstain    Broker Non-Votes
33,823,319   5,962,753   1,443,445          0

A vote regarding the adjournment of the Meeting (Proposal number 3) was deemed not necessary or appropriate because there were sufficient votes at the time of the Meeting to approve the adoption of the Merger Agreement.





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