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TAR - Agreement to purchase (remaining minority shares) 10% of the share capital of Jumbo Retail Greece (subsidiary), for approx. NIS 12.5 million, subject to details.

Company: Fox-Wizel Ltd. Date: 2025-08-21 Language: English Register to download

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

FOX-WIZEL LTD

FOX-WIZEL LTD

Registration Number: 512157603

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T121 (Public) Sent via MAGNA: 21/08/2025 Israel Securities Authority Email: [www.isa.gov.il](http://#) Tel Aviv Stock Exchange Email: [www.tase.co.il](http://#) Reference: 2025-01-062467

## Immediate Report for General Material Information

Explanation: Do not use this form when there is a form tailored to the reported event.

This reporting form is intended for material reports for which there is no suitable dedicated form.

Results of an issuance should be reported in T20 and not in this form.

Reporting on bond ratings or corporate ratings should be submitted using form T125.

## Nature of the Event:

Agreement to purchase 10% of the share capital of the subsidiary, Jumbo Retail Greece Ltd.

Reference numbers of previous reports on the subject:

\_\_\_\_\_\_\_\_\_, \_\_\_\_\_\_\_\_\_, \_\_\_\_\_\_\_\_\_.

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

The company is pleased to update that on August 21, 2025, it entered into an agreement to purchase the remaining holdings of a minority shareholder (T.E.I. Holdings (2017) Ltd.) (the "Seller") in the subsidiary, Jumbo Retail Greece Ltd. ("Jumbo"), constituting approximately 10% of the share capital of Jumbo, for a total consideration of NIS 12.5 million, subject to the fulfillment of a suspensive condition (release of the sold shares from pledge), so that upon and subject to completion of the transaction, the company will hold 80% and Poalim Equity Ltd. will hold 20% of the share capital of Jumbo, respectively.

As part of the agreement, it was agreed that the Seller may be entitled to future consideration as follows:

- If Jumbo's net annual profit for 2027 exceeds NIS 35 million and does not exceed NIS 45 million – the Seller will be entitled to an additional total consideration of NIS 1 million;
- If Jumbo's net annual profit for 2027 exceeds NIS 45 million and does not exceed NIS 55 million – the Seller will be entitled to an additional total consideration of NIS 2 million;
- If Jumbo's net annual profit for 2027 exceeds NIS 55 million the Seller will be entitled to an additional total consideration of NIS 3 million.

The above includes forward-looking information as defined in the Securities Law, 1968, as the completion of the transaction is expected to take place on September 1, 2025, subject to the fulfillment of the suspensive condition, and therefore there is no certainty that the transaction will be completed.

For details about Jumbo and its activities, see section 1.2.4z in Chapter A of the periodic report for 2024 published on March 27, 2025, reference: 2025-01-021166, as well as Note 10b(19) to the annual financial statements included in the periodic report.

Attached file: \_\_\_\_\_\_\_\_\_

The company is not a shell company as defined in the stock exchange regulations.

Date the corporation first became aware of the event: 21/08/2025 Time: 10:00

Details of the authorized signatories on behalf of the corporation:

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

| # | Name                       | Position                               |
|---|----------------------------|----------------------------------------|
| 1 | Yodfat<br>Harel<br>Buchris | Chairperson<br>of<br>the<br>Board      |
| 2 | Shahar<br>Rania            | Other<br>(Deputy<br>CEO<br>and<br>CFO) |

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. Staff position on the matter can be found on the authority's website: [Click](http://#) here.

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange.

Form structure update date: 06/08/2024

Short name: FOX

Address: Hermon 6, Airport City, Ben Gurion Airport 70100 Phone: 03-9050100, Fax: 03- 9050200

Email: [shahar@fox.co.il](http://#) Company website: [www.fox.co.il](http://#)

Previous names of the reporting entity: WIZEL TEXTILE MARKETING LTD.

Electronic reporter name: Rania Shahar Position: Acting CEO and CFO

Employer company name:

Address: Yael Rom 19, Petah Tikva 4906204 Phone: 03-9050267, Fax: 03-9050200 Email: [shahar@fox.co.il](http://#)