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Terminal X Online Ltd.

Investor Presentation Mar 14, 2022

7080_rns_2022-03-14_bab69b5e-8971-4fa1-b194-c509eccddb1a.pdf

Investor Presentation

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Confidential

THIS PRESENTATION IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATIONAL PURPOSES AND DOES NOT FORM PART OF ANY OFFER, OR THE SOLICITATION OF ANY OFFER, TO BUY, SUBSCRIBE FOR OR SELL ANY SECURITIES.

This slide show presentation (this "Presentation") has been prepared by Terminal X Online Limited (the "Company") for informational purposes only and should not be used in making any investment decision. Neither this document nor any meeting at which it is presented constitute a recommendation regarding any securities. By attending this presentation and viewing this document, the attendee and recipient agrees that (i) it has read this disclaimer, (ii) it is bound by the restrictions set out herein, (iii) it is permitted, in accordance with all applicable laws, to receive such information and (iv) it is solely responsible for its own assessment of the business and financial position of the Company and will conduct its own analysis and be solely responsible for forming its own view of the potential future performance of the Company's business.

This Presentation does not constitute, is not intended and should not be construed to form part of any offer, or the solicitation of any offer, to buy, subscribe for or sell any securities in the Company or any subsidiary of the Company and nothing in this Presentation shall in any way constitute or form part of any legal agreement or be relied on in connection with, any contract, commitment or investment decision.

This Presentation was prepared solely based on information obtained from the Company and public sources (including data obtained by the Company from industry publications and surveys) on or prior to the date hereof and has not been independently verified. Although the Company believes these third- party sources are reliable as of their respective dates, the Company has not independently verified the accuracy or completeness of this information. No persons have been authorized to make any representations regarding the information contained in this presentation, and if given or made, such representations should not be considered as authorized. No representation, warranty or undertaking, express or implied, is or will be made in relation to and no reliance should be placed on the fairness, accuracy, correctness or completeness of the information or opinions contained in this Presentation. No person shall have any right of action against the Company or any other person in relation to the accuracy or completeness of the information contained in the Presentation.

This Presentation contains forward-looking statements, which are based on current expectations, projections and assumptions about future events and may differ materially from actual results. Statements contained in the Presentation, other than statements of historical fact, regarding future events or prospects, are forward-looking statements, including, without limitation, statements regarding the Company's future financial or business performance, the industry, plans, prospects, trends or strategies, objectives of management, competition and other financial and business matters. These forward-looking statements can be identified by the use of words such as "aim," "anticipate," "believe," "continues," "could," "estimate," "expect," "intend," "goal," "may," "plan," "project," "projections," "should," "will" or the negative thereof and other words that convey uncertainty of future events or outcome. Statements made by the Company in this Presentation that are not statements of historical fact also may be forward-looking statements. The forward-looking statements contained in this presentation are based on expectations and assumptions that the Company has made in light of its industry experience and perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you review and consider this Presentation, you should understand that these forward-looking statements are not guarantees of future performance or results, and involve known and unknown risks, uncertainties, changes in circumstances that are difficult to predict, other important factors over which the Company has no control and assumptions that may cause our actual results to differ materially from the expectations that the Company describes in its forward-looking statements. There may be events in the future that the Company is not accurately able to predict, or over which the Company has no control. The Company believes that these factors include, but are not limited to: changes in the overall economy; the duration and severity of the COVID-19 (coronavirus) pandemic and its impact on the Company and on the local and global economy and the Company's ability to manage and develop its business. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove to be incorrect, the Company's actual operating and financial performance may differ in material respects from the performance projected in these forward-looking statements. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance.

You should not place undue reliance on forward-looking statements. Although the Company may elect to update forward-looking statements in the future, the Company disclaims any obligation to do so, even if the Company's assumptions and projections change, except where applicable law may otherwise require the Company to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this Presentation.

This Presentation is not intended for distribution to, or use by any person or entity in, any jurisdiction or country where such distribution or use would be contrary to local law or regulation. Neither this Presentation nor any part or copy of it may be taken or transmitted into the United States, or published, released, disclosed or distributed, directly or indirectly, in the United States, as that term is defined in the United States Securities Act of 1933, as amended (the "Securities Act"), except to a limited number of qualified institutional buyers ("QIBs"), as defined in Rule 144A under the Securities Act. Neither this Presentation nor any part or copy of it may be published, released, distributed or disclosed outside of Israel. Any failure to comply with this restriction may constitute a violation of the applicable Israeli or other jurisdictions securities laws. The publication, release, distribution or disclosure of this Presentation in other jurisdictions may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions.

This Presentation and the information contained herein are not a solicitation of an offer to buy securities or an offer for the sale of securities in Israel, in the United States or in any other jurisdiction (within the meaning of Regulation S under the Securities Act).

Nothing in this Presentation constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient Interested parties are advised to consult their own professional advisors in connection with making any investment decision.

By receiving or accessing this Presentation, you are agreeing to the terms and conditions set forth above. You are reminded that this Presentation has been delivered and/or presented to you on the basis that you are a person into whose possession the attached Presentation may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver the Presentation to any other person. The Deloitte report titled "Strategic Alternatives" dated May 2021 and the report relating to the e-commerce market in Greece dated March 2021 ("Deliverables"), referenced in the Presentation may solely be used in connection with this Presentation, and may not be incorporated into any other filings or public reports, in any jurisdiction. Further, the Deliverables may not be used for other purposes without Deloitte's prior written consent.

This Presentation includes certain financial measures not presented in accordance with International Financial Reporting Standards ("IFRS"), including EBITDA. These financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net loss or other measures of profitability, liquidity or performance under IFRS. You should be aware that the Company's presentation of these measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently. See the appendix for a reconciliation of certain of these non-IFRS measures to the most directly comparable IFRS measure.

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 "™" symbols, but the lack of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our 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 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.

2021 KEY HIGHLIGHTS

VISION AND STRATEGY

2021 FINANCIAL OVERVIEW

KEY HIGHLIGHTS

STRONG TOPLINE RESULTS: 51% YOY INCREASE IN NET REVENUE

ADJUSTED EBITDA 12.4% 1

~60M ANNUAL WEBSITE VISITS

Other Expenses= cost of share -based payments + issue expanses 12

Adjusted EBITDA = operating profit + D&A + cost of share -based payments + issue expanses

offering1
Curated
180+ c.850 c.1,000 Mono-brand
Same / next
working day delivery
Fast and convenient returns and exchanges
Warehouse in Israel
HQ in Israel and focus on
local customer service

TERMINAL X COLLABS CAPSULE COLLECTIONS WITH OUR TOP INFLUENCERS

NEXT DAY RETURNS AND EXCHANGE WITH COURIER TO THE CUSTOMER'S DOORSTEP SUPERIOR SERVICE

Israeli fashion e-commerce websites, millions of visitors per month

Terminal X fashion e-commerce market share over time2

FY18E FY19E FY20E FY21E

Note: Similar Web only tracks website visitors and therefore misses a meaningful portion of online visitors who visit stores via applications (where applicable)

LOYAL CUSTOMERS SPEND MORE EVERY YEAR

ANNUAL GROWTH IS BASED ON:

  • LOYAL CUSTOMERS SPEND
  • NEW CUSTOMERS ACQUIRED

VISION AND STRATEGY

Online penetration of total apparel & footwear sales (%), as of FY20A

Beauty and personal care

\$ millions

Fashion e-commerce market 1

Significant TAM opportunity of ~US\$9bn billion

No online-fashion player offers same working day delivery

Few brick and mortar players offer same working day delivery, with market leaders mostly offering 2 working day delivery

1 Estimate of city market size, based on country market size adjusted based on GDP / capita and population of city relative to country

Source: Statista

  • City assortment
  • Local warehouse
  • Advanced technology
  • Local small teams

  • Delivery within hours
  • Return and exchange within hours
  • Efficient local service
  • Local taste

PRELIMINARY AGREEMENTS WITH LEADING FASHION DISTRIBUTORS IN GREECE

IN PROCESS OF NEGOTIATION WITH OVER 70 GLOBAL BRANDS

FINAL STEPS IN CHOOSING AN URBAN WAREHOUSE

IMPLEMEMETNING UNIQUE LOCAL DISTERBUTION MODEL

TECHNOLOGICAL ARCHITECTURE IS SET

EMPLOYEES FOR TECHNOLOGY, LOGISTICS AND COMMERCIAL WERE RECRUITED

LAUNCH ON THE SECOND HALF OF 2022

TOTAL INVESTMENT IS UP TO 30M NIS

Sales (million NIS)

FINANCIAL OVERVIEW

Source: Company information Note: The financial information is shown on a post-IFRS 16 basis

1 – Adjusted EBITDA = operating profit + D&A + cost of share-based payments + issue expanses

2021 Q4 2020 Q4
K NIS K NIS
Revenues
from sales
112,308 108,322
Cost of Sales 64,975 61,060
Gross Profit 47,333 47,262
% 42.1% 43.6%
Selling and Marketing expenses 42,666 36,887
% 38% 34%
General and Administrative expenses 1,653 594
Operating income
before share-based payment and
issue
expenses
3,014 9,781
% 2.7% 9.0%

2021 Q4 2020 Q4
K NIS K NIS
Revenues from sales 112,308 108,322
Cost of Sales 64,975 61,060
Gross
Profit
47,333 47,262
% 42.1% 43.6%
Selling and Marketing expenses 42,666 36,887
% 38% 34%
G&A expenses 1,653 594
Operating income before share -
based payment & issue
expenses
3,014 9,781
% 2.7% 9.0%
Cost
of share –
based payment
7,308 42
Operating
income (loss)
(4,294) 9,739
Financial expenses (4,510) (1,052)
Profit (Loss) before taxes on income (8,804) 8,687
Taxes on income (tax benefit) (2,024) 1,635
Net
profit (loss)
(6,780) 7,052
1
Adjusted EBITDA
10,775 13,868
Adjusted EBITDA(%) 9.6% 12.8%

2021 2020
K NIS K NIS
Revenues
from sales
340,622 225,947
Cost of Sales 186,764 124,249
Gross Profit 153,858 101,698
% 45.2% 45.0%
Selling and Marketing expenses 134,498 92,727
% 39% 41%
General and Administrative expenses 4,617 2,447
Operating income
before share-based payment and
issue
expenses
14,743 6,524
% 4.3% 2.9%

WE CONTINUE TO IMPROVE OUR UNIT ECONOMICS IN THE ISRAEL EXISTING MARKET

2021 2020
K NIS K NIS
Revenues from sales 340,622 225,947
Cost of Sales 186,764 124,249
Gross
Profit
153,858 101,698
% 45.2% 45.0%
Selling and Marketing expenses 134,498 92,727
% 39% 41%
G&A expenses 4,617 2,447
Operating income before share -
based payment & issue
expenses
14,743 6,524
% 4.3% 2.9%
Cost
of share –
based payment
12,432 198
Issue
expenses
1,923 -
Operating
income
388 6,326
Financial expenses )9,210( )2,468(
Profit (Loss) before taxes on income )8,822( 3,858
Taxes on income (tax benefit) )189( 874
Net
profit (loss)
)8,633( 2,984
Adjusted EBITDA 42,158 13,960

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