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1 August 25, 2026 Acquisition of IPS GroupCreating a Full-Stack Platform in Smart Parking1
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2 2 Important DisclosuresForward-looking statements, non-GAAP financial measures referenced in this presentationand Trademarks This presentation includes projections, guidance, forecasts, estimates, assessments and other information pertaining to future events and/or matters, whose materialization is uncertain and is beyond the Company’s control, and which constitute forward looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Israeli Securities Law, 5728-1968). Many of the forward-looking statements contained in this presentation can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to,expectations and evaluations relating to the Company’s business and financial targets and strategy, the integration of the Company’s technology in various systems and industries, the advantages of the Company’s existing and future products, timetables regarding completion of the Company’s developments and the Company’s intentions in relation to various industries, the Company’s intentions in relation to the creation of collaborations and engagements in licensing agreements, production and distribution in various countries, and other statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rates and exchange rates in the global economic environment; the availability of qualified personnel and theability to retain such personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; political,demographic and business conditions in Israel; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; factors relating to acquisitions made by the Company, including our ability to effectively and efficiently integrate acquired businesses into our existing business; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on March 9 , 2026 (our “Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual Report.You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements provided in this presentation for any reason, to conform these statements to actual results or to changes in our expectations.In addition, the presentation includes data published by various bodies, and data provided to the Company in the framework of cooperation engagements, concerning the industry, competitive position and markets in which the Company operates, whose content was not independently verified by the Company, such that the Company is not responsible for the accuracy or completeness of such date or whether the data is up-to-date, and Company takes no responsibility for any reliance on such data.Management estimates contained in this presentation are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from the Company's internal research, and are based on assumptions made by the Company upon review of such data, and the Company's experience in, and knowledge of, the industry and markets in which the Company operates. Although the Company believes these management estimates are reasonable, projections, assumptions and estimates of the future performance of the industry in which the Company operates and the Company's future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by the Company. Industry publications, research, surveys and studies generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this presentation.In addition to various operational metrics and financial measures in accordance with accounting principles generally accepted under International Financial Reporting Standards, or IFRS, this presentation contains Adjusted EBITDA and Free Cash Flow, each a non-IFRS financial measure provided to help evaluate our past results and future prospects. Please refer to the appendix for of this presentation for a definition of Adjusted EBITDA, and Free Cash Flow as well as reconciliations of Adjusted EBITDA and FreeCash Flow to net income (loss), Free Cash Flow to operating cash.Due to the inherent difficulty in forecasting and quantifying the amounts of certain items that are necessary for such reconciliation, the Company is not able, without unreasonable effort, to provide a reconciliation of forward-looking Adjusted EBITDA and Adjusted Net Income to IFRS net income (loss), in particular because items such as finance expenses and issuance and acquisition costs used to calculate projected net income (loss) vary dramatically based on actual events. Therefore, the Company is not able to forecast on an IFRS basis with reasonable certainty all deductions needed in order to provide an IFRS calculation of projected net income (loss) at this time. The amount of these deductions may be material and therefore could result in projected IFRS net income (loss) being materially less than projected Adjusted EBITDA and Adjusted Net Income (non-IFRS).The Company and its licensors have proprietary rights to trademarks used in this presentation. Solely for convenience, trademarks and trade names referred to in this presentation may appear without the “®” or “TM” symbols, but the lack of such references is not intended to indicate, in any way, that the Company will not assert, to the fullest extent possible under applicable law, its rights or the rights of the applicable licensor to these trademarks and trade names. This presentation also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners and are used here for reference purposes only. Such use of other parties’ trademarks, trade names or service marks should not be construed to imply a relationship with, or an endorsement or sponsorship of the Company, by any other party.
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3 3 Transaction SummaryA provider of a fully integrated smart parking technology solutions for municipalities, private operators and universitiesFounded in 2000 and headquartered in San Diego, CA, serves 550+ customersacross US, UK, Ireland, and Canada, managing 250k+ parking spaces2026E Revenue of over $90M with a>60% recurring revenue mix, representing~20% strong organic revenue growth compared to FY 2025 andAdj. EBITDA of ~$21M, alongside with strong free cash flow generation and ~80% conversion(1)IPS OverviewNayax will acquire IPS for a purchase price of $350M on a cash-free, debt-free basis,payable entirely in cashPurchase price represents ~17x 2026E Adj. EBITDA and ~12x synergized Adj. EBITDA(2)Transaction will be funded through a combination of cash on hand and~$150M of new committed debtNet leverage is expected to be ~3.8x(3)at close and expected to improve to below 3.0x(3)by 2027 Transaction OverviewIPS management team is expected to continueto lead the business from San Diego, California following closeLeadershipExpected to close in Q4 2026, subject to customary regulatory approvals and closing conditionsTiming1) FCF conversion defined as (Adj. EBITDA – capex) / Adj. EBITDA. 2) Inclusive of >$8M of run-rate synergies expected by 2029.3) Net leverage ratio is defined as the ratio of consolidated net debt outstanding, to consolidated Adjusted EBITDA, and calculated in accordance with the terms of Nayax’s debt agreement.
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4 4 Accelerating the Next Phase of Growth Immediateentry into smart parking,expanding addressable cashless TPV by ~$85B (1)to $342B (2)by 2029IPS is a scaled platform for Nayax entry into parking, with over $90M in 2026E revenue, 250k+ spaces, 550+ customers, operating across US, UK, Ireland and CanadaEnhance Addressable Market OpportunityFully integrated payment, compliance and management solutions purpose built formobilityOpportunity tooffer Nayax’s payments and EV charging solutions to the installed baseFull Stack Mobility Platform with Cross-sell PotentialAdds a new, diversified blue-chip customer base with average tenure of8+ years(3)Long-term municipal contracts drive highly recurring revenueDurable Customer BaseIPS is expected to grow ~20% organically in 2026E, expanding across the UK, Ireland and CanadaNayax's global platform supports theIPS expansion playbook to improve penetration in North America and expand across Continental Europe and other geographiesInternational ExpansionAdds predictable recurring revenue, and isaccretive to Gross margin, Adj. EBITDA margin, Adj. EPS and Free Cash Flow conversion; expected to deliver run-rate Adj. EBITDA synergies of >$8M by 2029Aligns our progress towardNayax's 2028 financial targets of ~$1B revenue and 50% Gross Margin, and 30% Adj. EBITDA MarginImproves Financial Profile Source: Research report regarding the unattended and connected machines dated 2024 and global parking payments opportunity dated 2026 by one of our Third-Party Market Research Firms.1) Represents incremental global cashless parking payment volume opportunity beyond unattended parking terminals, including mobile, app-based, and other digital payment methods.2) Represents Nayax’s estimated 2029 total cashless transaction volume opportunity, inclusive of existing unattended commerce verticals and parking payments.3) Average Tenure for top 25 customers by ARR as of 2025.
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5 5 Enhances Addressable Market Opportunity Source: Research report regarding the unattended and connected machines dated 2024 and global parking payments opportunity dated 2026 by one of our Third-Party Market Research Firms.1) Represents estimated 2025 cashless payments volume opportunity across existing unattended commerce verticals.2) Represents incremental global cashless parking payment volume opportunity beyond unattended parking terminals, including mobile, app-based, and other digital payment methods addressable after the acquisition of IPS.3) Nayax projected addressable TAM of $257B for 2029E includes $15B related to unattended parking terminals.4) Represents 2025-30 CAGR.$257B$85B2025 2029E Acquisition Unlocks Incremental ~$85B TPV$129B (1)$342BTPV Opportunity Uplift from IPSCurrent Markets TPV(2)Nayax Addressable TPV(3)Parking is a $123B TPV growing at 7(4)%; cashless payments are increasing penetration growing at 8%(4)Nayax’scurrent addressable TPV projected to grow from $129B to $257B in 2029IPS expands Nayax beyond unattended terminals into mobile, app-based, and other digital parking payment channelsAcquisition unlocks an incremental ~$85B addressable TPV 2029E
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6 6 IPS at a Glance 1) FCF conversion defined as (Adj. EBITDA – capex) / Adj. EBITDA. 2) Figures as of Mar ’26 LTM. By the Numbers (2026E)>$90MREVENUE>60%RECURRING REVENUE MIX250k+MANAGED SPACES~200EMPLOYEES~$21MADJ. EBITDA~80%FCF Conversion(1)Established provider of fully integrated smart parking technology solutions for municipalities, private operators and universities, headquartered in San DiegoMunicipalities anchor the basewith multi-year contracts with strong traction within Universities and Private OperatorsHighrecurring revenue mix from up-selling payment, compliance and management solutions into the installed baseCross-sell runwaywith mobile payments, and enforcement and permitting solutionsFully Integrated Parking Platform─Payment Solutions: Meters, PARK SMARTER® , TEXT-TO-PAY ─Compliance: Enforcement & permitting, DMV services, sensors─Management: Data management, payment processing, Elevate Geographic FootprintU.S.UKIrelandCanadaCustomer BaseMunicipalitiesUniversitiesPrivate Operators $519MTOTAL CASHLESSTRANSACTION VOLUME(1)
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7 7 Payment Collection SolutionsIPS Has a Full-Stack Parking Platform IPS covers the full parking lifecycle from meters to payments, mobile app, enforcement, permitting, and data analytics Management SolutionsCompliance Solutions Single & Multi-Space MetersAdvanced on- and off-street meters with granular curb data Data Management SystemCentral control point orchestrating real-time data across the platform Enforcement & PermittingAutomates citation management and permit compliance end to end PARK SMARTER® Mobile PaymentsContactless payment, wayfinding and account management in one app Payment ProcessingProprietary, fully compliant processing integrated across solutions DMV ServicesNationwide registered-owner data to lift collection on violations TEXT-TO-PAY Accountless, app-free payment via SMS and QR code Elevate Real-time dashboards, predictive analytics and AI scenario modeling Vehicle Detection Sensors3D stereoscopic sensors determining real-time occupancy
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8 8 IPS Establishes Mobility as a Core End-Market for Nayax What IPS Enables in the Mobility End-MarketParking entry–250k+ managed spaces and 550+ customers across the US, UK, Ireland and CanadaFull-stack platform–Payments, enforcement, permitting, sensors and data in one integrated systemBuilding out the platform layer–Parking payments are often procured as integrated solutions; expanding the platform widens the serviceable fee poolEV charging offer to the IPS base–Nayax can offer EV charging to IPS’s customerbaseConvertible payment volume onto Nayax rails–$519M in total cashless transaction volume as of Mar '26 LTM Automated &Self-ServiceMobilityParking N a ya x Pa r ki n g To d a yCashless payment acceptance onlyW i t h I P SMobile payments, meters, enforcement, permitting and curb data
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9 9 IPS Accelerates Nayax's Integrated Mobility StrategyEV Charging Parking Platform Transportation One Integrated Mobility PlatformNayax well-positioned in how an electrifying world parks, charges, and paysEV BAYOne SessionParkingChargingOne TapOne Bill One PlatformOperators manage parking and charging from one platform with a single point of support, one vendor to deploy and call rather than two systems run side by sideOne ExperienceDrivers park and charge in a single tap within one interface, seeing one flow and one charge instead of two apps and two paymentsOne PayoutOperators receive parking and charging revenue in a single settlement, with both lines reconciled to one payout and none matched by hand
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10 10>60%Recurring revenue mix Deepening Market Presence 125k+CustomersScaled SMB focusedCustomer BaseGlobal Customer ReachExisting Municipality ExperienceBlue-chip Customer BaseHighly Recurring Revenue8+ yearsAverage top 25 customer tenureSticky Customer RelationshipsGlobal unattended commerce, payments and loyalty platformFull-stack smart parking platformLong-term Contracts+Note: Nayax and IPS metrics as of Jun ’26, unless otherwise specified.Adds a blue-chip customer base with durable recurring revenue550+Active customers5-7 yearsAverage contract term at signing120+Countries servedStrong Expansion Engine Comprehensive EV charging platform120%Dollar net retention
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11 11 Nayax Global Footprint Creates Runway for IPS Expansion NayaxNayax & IPS IPS operates across the U.S., UK, Ireland, and Canada todayNayax serves 120+ countries globallySignificant runway to scale IPS, increase penetration in North America and expand across continental Europe and other geographies
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12 12 IPS Unlocks Significant Revenue and Cost Synergies PaymentProcessingOpportunity to migrate IPS existing cashless payments volume to Nayax’s processing platform InternationalExpansionContinental Europe is the largest opportunity, building on IPS's traction in Canada, Germany and France EV ChargingCross-SellIPS's municipal relationships open a route to bundle parking and Nayax’s EV charging offerings into a single higher-value transactionCost SynergiesLeveraging Nayax's supplier relationships to improve equipment costs >$8M of run-rate Adj. EBITDA synergies expected by 2029
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13 13 IPS Acquisition Expands Nayax’s Topline and ProfitabilityPro Forma(2026E)Nayax((2026 Guidance)IPS2(0(2026E)>$600$510-520>$90Revenue$106-111$85-90~$21Adj. EBITDAIPS adds a highly predictable revenue stream supported by long-term customer contractsIPS land-and-expand model combined with Nayax’s payments and EV charging capabilities offers cross sell opportunityAccelerates progress toward Nayax’s 2028 goals of $1B in revenue, with 50% Gross margin and 30% Adj. EBITDA margin Note: $M. All figures shown on a 2026E basis unless otherwise specified. Excludes synergies. Purchase price represents ~17x IPS 2026E Adj. EBITDA, or ~12x inclusive of >$8M of run-rate synergies expected by 2029. Pro forma figures are illustrative and are not reflected in Nayax's current 2026 guidance.
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14 14 Combines hardware, software and payments, mirroring Nayax’s platformFoundational Building BlocksHigh-frequency, low-valuetransactions requiring integrated paymentsUnattended by DesignNayax’s global infrastructure supports international expansionGlobal LeverageMulti-year contracts andreputation-driven procurementRecurring Revenue Visibility IPS Represents a Strong Fit Within Nayax’s M&A Strategy