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Fox-Wizel Ltd.

Investor Presentation Jun 7, 2021

6795_rns_2021-06-07_a888c93e-a500-4ecb-bdd5-343de8c77156.pdf

Investor Presentation

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פוקס – ויזל בע"מ

("החברה")

7 ביוני, 2021

לכבוד לכבוד
ערך
ניירות
רשות
בע"מ
אביב
בתל
ערך
לניירות
הבורסה
www.isa.gov.il www.tase.co.il

הנדון: מצגת למשקיעים לצורך בחינת אפשרות להנפקה ראשונה לציבור של טרמינל איקס אונליין בע"מ

בהמשך לאמור בדיווח המיידי של החברה מיום 20 באפריל 2021 (מס' אסמכתא: 2021-01-066564) , אשר לפיו טרמינל איקס אונליין בע״מ (״טרמינל״), חברה בת של החברה אשר החברה מחזיקה כ%59.71- מהון המניות וזכויות ההצבעה בה, החלה לבחון ולקדם ביצועה של הנפקה של מניותיה בבורסה לניירות ערך בתל-אביב בע"מ, לרבות את אפשרות שיווק ההנפקה והשקעה בחברה על ידי משקיעים זרים, מצורפת מצגת (הערוכה בשפה האנגלית) אשר בכוונתה של טרמינל להציג למשקיעים מסווגים1 ולמשקיעים זרים מחוץ לישראל, כחלק מבחינה מקדימה של אפשרות להנפקה כאמור.

יובהר, כי טרמינל נמצאת בשלבים ראשוניים של בחינת ההנפקה, וכי מבנה ההנפקה, עיתויה, היקפה ותנאיה (אם וככל שתבוצע) טרם נקבעו. אין כל ודאות כי דירקטוריון טרמינל יחליט לקדם את ההנפקה. ביצוע ההנפקה, אם וככל שיוחלט להוציאה לפועל, כפוף לקבלת ההיתרים והאישורים הנדרשים על פי דין והסכם, לרבות קבלת היתר רשות ניירות ערך, אישור הבורסה ואישור דירקטוריון טרמינל.

אין באמור בדיווח זה, כמו גם במצגת המצורפת לו, משום הצעה לציבור או הזמנה לרכישת ניירות ערך של החברה או של טרמינל. הצעה כאמור, אם וככל שתהא, תעשה אך ורק על בסיס תשקיף שתפרסם טרמינל (ככל שתפרסם) בכפוף לקבלת ההיתרים והאישורים הנדרשים על פי דין.

This announcement and the information contained herein or in the attached presentation are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"). This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Terminal X Online Ltd. have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities in the United States or to make a public offering of securities in the United States. Any securities sold in the United States will be sold only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act.

בכבוד רב, פוקס – ויזל בע"מ

1 משקיעים המנויים על התוספת הראשונה לחוק ניירות ערך, התשכ"ח,1968- למעט משקיע מסוג "לקוח כשיר" המנוי בסעיף 12 בתוספת האמורה.

Confidential

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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.

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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.

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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). The Company has not and does not expect to register any securities that it may offer under the Securities Act, or the securities laws of any state of the United States or any other jurisdiction thereof, and any such securities may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from registration.

This Presentation does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"). In member states of the European Economic Area ("EEA"), this Presentation and its contents are only addressed to and directed at "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). By accessing this information, you represent that you are (i) outside the EEA or (ii) a Qualified Investor.

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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.

The financial information for the years ended December 31, 2018, 2019 and 2020 and the three months ended March 30, 2021 was not audited, and is based on estimates only. Actual FY 2018, FY 2019, FY 2020 and Q1 2021 financial information may vary from the FY 2018, FY 2019, FY 2020 and Q1 2021 financial information provided in this presentation.

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.

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THE TERMINAL X TEAM IS READY FOR TAKE-OFF

Harel Wiesel Shareholder & Chairman

  • CEO of Fox Group since 1995 and controlling shareholder of Terminal X since inception
  • 30 years of retail experience across verticals
  • Experienced entrepreneur with a proven track record in local and international markets

Nir Horvitz Co-Founder & CEO

  • Co-founder and CEO of Terminal X since inception
  • 18 years of fashion and technology experience and entrepreneurship track record
  • Previously held the role of Founder and CEO of Yanga (Israeli fashion brand)
  • Holds a BA in Computer Science from the Technion and EMBA from Kellogg-Recanati

Alon Lurie Chief Revenue Officer & Deputy CEO

  • Previously spent 7 years at Tenengroup (Israeli ecommerce platform) where he held various managerial positions including CMO
  • Spent 10 years as a IAF F-16 fighter pilot
  • Holds a BSc in Mathematics and Computer Science from Ben Gurion University and an MBA from Tel Aviv University

Yohanan Nahon Chief Financial Officer

  • 25+ years experience in senior finance and accounting roles
  • Previously VP Finance at Electra Consumer Products (Israeli electrical appliances provider) and senior auditor at Ernst & Young

Avi Alkabetz Chief Technology Officer

  • 15+ years experience in ecommerce working with US online retailers such as Macy's and Williams Sonoma
  • Track record of entrepreneurship (e.g. OpenLegacy)

Tomer Spanier Chief Operating Officer

DanaPollackOlsher VP Marketing

Source: Company information

Presenting today

Michael Cohen VP Product

Liat Alter VP Merchandising

Shahar Revivo VP Customer Experience

Dana Eany Fashion Director

WE DISRUPTED THE FASHION MARKET: THE "WOW" FACTOR

Broad yet curated offering

WOW! FACTOR THE

Superior localised e-commerce and digital experience

Ultra-fast

delivery1

3

2 Source: Company information

Note:

THE RESULT: TERMINAL X AT A GLANCE

Source: Company information, Similar Web, Factset as of 27-May-21

Note: The financial information for the years 2018, 2019 and 2020 and Q1 2021 is unaudited, and is based on estimates only. Actual 2018, 2019, 2020 and Q1 2021 financial information may vary from the information provided in the presentation

1 Based on traffic for Israeli fashion e-commerce websites (source Similar Web)

2 Exceptional sales growth vs. selected European online fashion and beauty peers (Zalando, THG, Asos, Boohoo, Boozt, Next and About You), growing at 27.9% on average from 2018A to 2020A 3 EBITDA = Operating profit + D&A; includes the impact of IFRS 16 for the years of 2019, 2020 and Q1 2021

KEY INVESTMENT HIGHLIGHTS

Source: Company information Note:

Definition of variable OUTSTANDING TRACK RECORD OF GROWTH AND costs CONSISTENTLY RISING PROFITABILITY 1

Sales (million NIS) EBITDA margin1

, % of sales

Source: Company information

Note: The financial information for the years 2018, 2019 and 2020 and Q1 2021 is unaudited, and is based on estimates only. Actual 2018, 2019, 2020 and Q1 2021 financial information may vary from the information provided in the presentation

HUGE OPPORTUNITY FOR FURTHER PENETRATION IN FRAGMENTED MARKETS

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

Market retail sales share of top 3 fashion e-commerce players by country (%), as of FY20A

TERMINAL X ATTRACTS ~3X MORE TRAFFIC THAN ITS CLOSEST DOMESTIC COMPETITOR1

Israeli fashion e-commerce websites, million of unique visitors per month

Source: Similar Web

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

1 ~3x greater traffic calculated using average of Terminal X vs. the Israeli online competitors shown in the above chart over the Jan-20 to Mar-21 period; excludes international e-commerce competitors active in Israel

A MARKET LEADING POSITION AMONG GLOBAL COMPETITORS

Israeli online traffic share (% share1 ), Jan-May 21A

Source: Deloitte, Company information, Similar Web, Terminal X survey Q1 2021 (ABV), ecommerceDB.com (Next year of inception in Israel) Note: Similar Web only tracks website visitors and therefore misses a meaningful portion of online visitors who visit stores via applications 1 % share of Israeli total online traffic for fashion e-commerce platforms, YTD FY21A 3 Average order value

2 Year of inception refers to Israeli domains only for the brands shown

9

TERMINAL X LEVERAGES ITS LEADING BRAND EQUITY IN ISRAEL TO GROW A HIGHLY LOYAL CUSTOMER BASE

Net Promoter Score1

2

Returning customers (yearly)2

Source: askattest.com (NPS), Company information Note:

1 NPS – Net Promoter Score, NPS = % promoters - % detractors, NPS score is between (100) to 100

2 Proportion of customers buying more than once through Terminal X within the past twelve months

Broad yet curated offering

A

WOW! FACTOR THE

Superior localised e-commerce and digital experience

Ultra-fast

B

delivery1

C

Source: Company information

Note:

3a OVER 160 CAREFULLY SELECTED AND HIGHLY RELEVANT BRANDS

3a EXCLUSIVE1 BRANDS AND COLLECTIONS COUPLED WITH ATTRACTIVE OWN BRANDS

Leading brands

Attractive own brand

Local collaborations with influencers

NOA KIREL x TERMINAL X Israeli singer of the year

KIM OR x TERMINAL X Leading influencer in Israel

1 Refers to brands or collections for which Terminal X is the sole online distributor in Israel

3b ULTRA-FAST DELIVERY AND RETURN1

Same day/next working day returns and exchange using doorto-door delivery service

– Supported by a fully robotic warehousing system

  • Significant advantage in collection, speed and scalability ~12k daily order capacity
  • Creates high barriers to entry

Effective tracking and monitoring of orders

Source: Company information, annual reports (Shein, Asos, Next) Note:

1 Same or next working day delivery anywhere in Israel; orders placed on a non-working day are processed on the next working day except for limited remote locations

3c TRULY LOCALISED APPROACH DRIVING GREAT CUSTOMER EXPERIENCE

Localised shopper experience driven by technology and data Local presence with people on the ground

Global R&D capabilities, with agile development teams in Israel and Romania

• Advanced UI/UX design capabilities to deliver a simple, fast and innovative interface

• Substantial array of data assets leveraged to fully personalise the offering and experience

We have consistently grown our conversion rate, frequency of visits, and average spend per purchase

DECISIVELY DIGITAL EXPERIENCE LEVERAGING SOCIAL MEDIA AND INFLUENCERS

Up to 70 collaborations across the platform each month

DIFFERENTIATED VALUE PROPOSITION COMPARED TO GLOBAL COMPETITORS 3

offering1
Curated
160+ c.850 c.1,000 Mono-brand
Target customers All ages Millennials Babies & Kids Teens
Same / next
working day delivery
and returns
Warehouse in Israel
HQ in Israel and focus on
local customer service

EFFECTIVE OPERATIONAL FORMULA SUPPORTS PROFITABLE BUSINESS MODEL

Unique combination of start-up DNA and Fox relationship enabling quick and efficient operations

In less than 3 years, Terminal X has achieved profitability while creating high barriers to entry

4

4a BRAND PORTFOLIO AND PARTNERSHIPS KNOW-HOW SERVING PROFITABILITY

Gross margin1(%)

Curated brand selection and exclusive partnerships driving strong and constantly improving commercial terms

Growing share of private label offering with inherently highly gross margin

Deep capabilities in assortment and merchandising coupled with data driven inventory management

Source: Company information, annual reports (Asos and Next)

Note: The financial information for the years 2018, 2019 and 2020 and Q1 2021 is unaudited, and is based on estimates only. Actual 2018, 2019, 2020 and Q1 2021 financial information may vary from the information provided in the presentation

19

4b HIGHLY EFFICIENT DATA-DRIVEN MARKETING STRATEGY

Source: Company information

Note: The financial information for the years 2018, 2019 and 2020 and Q1 2021 is unaudited, and is based on estimates only. Actual 2018, 2019, 2020 and Q1 2021 financial information may vary from the information provided in the presentation

4c FULLY AUTOMATED AND EFFICIENT WAREHOUSING LEADS TO DECREASING LOGISTICS COSTS

Fully-automated warehousing

Source: Company information

Note: The financial information for the years 2018, 2019 and 2020 and Q1 2021 is unaudited, and is based on estimates only. Actual 2018, 2019, 2020 and Q1 2021 financial information may vary from the information provided in the presentation

Variable costs (including IFRS-16 impact) as % of sales

START-UP DNA COMBINED WITH FOX RELATIONSHIP ENABLING EFFICIENT OPERATIONS

Profitable and scalable model, creating high barriers to entry

  • Source: Company information, Fox Group disclosures, Factset as of 27-May-21, Statista (Israeli household penetration)
  • Note: The financial information for the years 2018 and 2020 are unaudited, and are based on estimates only. Actual 2018 and 2020 financial information may vary from the information provided in the presentation 1 As of 31-Dec-20

Note:

MULTIPLE VALUE LEVERS FOR FUTURE GROWTH AND PROFITABILITY

CONTINUED ACCELERATION IN ISRAELI MARKET

Israeli apparel and footwear TAM1 (NIS billion) Terminal X fashion e-commerce market share over time2

24

Source: Company information, Deloitte (market sizes and penetration data), OFX (average NIS:USD of 0.291118 during FY20A used for illustrative purposes only)

Note: The financial information for the years 2018, 2019 and 2020 is unaudited, and is based on estimates only. Actual 2018, 2019 and 2020 financial information may vary from the information provided in the presentation 1 Total addressable market

2 Calculated as Terminal X revenue divided by the Israeli online apparel and footwear TAM

SYNERGISTIC EXPANSION INTO NEW PRODUCT CATEGORIES

Note:

Indicative Israeli homewares and home furnishings TAM1,2

30 Online penetration beauty and personal care (%), as of FY20A Online penetration homewares and home furnishings (%), as of FY20A

Source: Deloitte (market sizes and penetration data), Company information (new brands), OFX (average NIS:USD of 0.291118 during FY20A used for illustrative purposes only)

1 Total addressable market

2 Israeli total homewares and home furnishings market size not available, hence the penetration used to calculate the total market size is the global average i.e. c.12.6% as of FY20 3 Logos shown are illustrative examples of potential new brands only

BUSINESS MODEL IS SCALABLE TO OTHER ATTRACTIVE GEOGRAPHIES AT LOW COSTS—GREECE CASE STUDY

New geography selection criteria

  • Expected to grow rapidly
  • No local leaders fragmented, few multi brand players

  • Underserved markets

  • Local customization is needed (Language, unique culture, geographic distribution)

Targeting entry in the medium-term to a c.US\$3.7 billion market1

Example geography—Greece

Source: Deloitte (online penetration apparel & footwear, Greece delivery times), SimilarWeb (Leading e-commerce players in Greece, 2021) Note:

KEY INVESTMENT HIGHLIGHTS

Source: Company information Note:

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