Fox-Wizel Ltd. — Capital/Financing Update 2026

Jan 19, 2026

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January 19, 2026

Fox-Wizel Ltd. (the Company)

To: To: www.magna.isa.gov.il maya.tase.co.il

Israel Securities Authority Tel Aviv Stock Exchange Ltd.

Dear Sirs,

Subject: Engagement in Financing Agreements in Connection with a Project for the Construction of a Logistic and Distribution Center in the Beit Shemesh Industrial Zone

Further to the Company's previous reports, ¹ the Company is honored to announce that on January 19, 2026, the Company, Mega Or Holdings Ltd. (Mega Or), and Har Tov Industry & Properties Ltd. (Har Tov, and together with the Company and Mega Or – the Borrowers) have entered into nancing agreements with banking corporations (Lender A and Lender B; together – the Lenders) in connection with the Project (as dened below). Each credit facility to be provided by the Lenders shall be used to nance approximately half of the Project costs (less equity). The following are the main terms of the nancing agreements:

Type of Financing The Lenders have provided the Borrowers with credit facilities for the construction of a central Logistic and Distribution Center on Lot 101 (the property), ² which will be leased to the Company (the Project), subject to the fulllment of conditions precedent set forth in the agreement as specied below. The Company's share of each of the credit facilities amounts to 1/3. The credit facility to be provided to the Borrowers by Lender A will be up to approximately NIS 301,106 thousand (the Company's share being approximately NIS 100,369 thousand). The credit facility will be provided to the Borrowers for: funding the balance required for land improvement after the Borrowers' own equity contribution and funding the construction of the Project. The credit facility to be provided by Lender B for the construction of the Project will total approximately NIS 301,106 thousand ³ (the Company's share being approximately NIS 100,369 thousand). Under the credit facility, the Borrowers will be entitled to receive short-term loans (both revolving and non-revolving loans), bank guarantees, and overdraft facilities. Utilization of the aforementioned credit facilities by the Borrowers is subject to the fulllment of conditions precedent specied in the nancing agreements, including the registration of securities in favor of the Lenders, as well as conditions that, as of the date of this immediate report, include the provision of equity and receipt of a building permit for the Project.

¹ For further details, see immediate report dated August 21, 2023 (Reference: 2023-01-096108); immediate report dated May 22, 2025 (Reference: 2025-01-036516), Section 3.4.5h in Part A of the Periodic Report for 2024 (as published on March 27, 2025, Reference 2025- 01-021166), and Note 21b12 to the company's nancial statements as of December 31, 2024 (as included in Part C of the Periodic Report for 2024), and the content of Note 4kav to the company's nancial statements as of June 30, 2025 (as included in the quarterly report as of June 30, 2025, published on August 21, 2025, Reference number 2025-01-062329).

² As this term is dened in the immediate report dated May 22, 2025 (Reference number 2025-01-036516).

³ Subject to the amount of credit needs as expected according to the projected cash ow, in accordance with the supervisor's report.

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2024-06-01

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Creditfacilityperiodandmannerofrepayment	ThecreditfacilityprovidedbyLenderAwillbeavailableforusefromthedatealltheconditionsprecedentlistedintheagreementaremetuntilthestartofnancingtheproject'sconstructionandnolaterthanMarch31,2026,anduntilconstructioniscompleted,butnolaterthanDecember31,2028,accordingtotheproject'sprogressstages.ThecreditfacilitytobeprovidedbyLenderBforthebenetoftheborrowerswillbeavailableforusefromthesigningdateofthenanceagreementuntilthelastprojecteddateforcredituseaccordingtotheproject'sforecastedcashow,asperanupdatedinspector'sreportand,inanyevent,nolaterthanDecember31,2028(exceptforbankguarantees,whichwillexpireaccordingtotheirterms)(inthissection-thenalrepaymentdate).⁴Thenancingagreementsalsoincludeprovisionsregardingtheborrowers'righttomakeearlyrepayment(partialorfull)ofthecreditamounts,accordingtotheprovisionsofeachofthenanceagreements.
Interestrate	TheinterestrateforthecredittobeprovidedtotheborrowersbyLenderAwillbedeterminedasagreedfromtimetotimebetweenLenderAandtheborrowers.Theinterestrateforshort-termrevolvingloansprovidedbyLenderBunderthecreditfacilitywillbeavariablerateattheannualprimeinterestrateminus0.2%.Theinterestratefornon-revolvingloansprovidedbyLenderBwillbeagreedbetweentheparties,consideringtheinterestratescustomaryatLenderBinconnectionwiththeprovisionofcreditoftherequestedtypeandtakingintoaccountitscharacteristics(includingamount,interesttype,andrepaymentperiod).ThecreditfacilitytobeprovidedbyLenderBwillbelinkedtotheconstructioninputindex,withabaseindexofSeptember2025publishedonOctober15,2025.
Othermaterialconditions	Eachofthenanceagreementsincludes,amongotherthings,standardrepresentationsandundertakingsoftheborrowers,including:representationsastothemannerofincorporationoftheborrowersandtheirauthoritytoenterintothenanceagreement;covenantsregardingtheoperationofthededicatedprojectbankaccount(theprojectaccount)andthereleaseoffundsfromit,includingitsexclusiveusefortheproject;covenantsregardingkeyserviceprovidersand/orthecontractor;anundertakingbythecompanyregardingitsrightsundertheleaseagreement,inwhichsuchrightswillbesubordinatedtotherightsofthelenders;covenantsnottotransfertherightsinthepropertyand/ortheprojectand/ornottocreateliensinconnectionwiththeassetsthatwillbepledgedinfavorofthelenders;provisionsregardingtheborrowers'obligationstofullltheirundertakingsunderthesaleagreement,thepartnershipagreement,andtheconstructionandleaseagreementandtopayamountsrequiredtobepaidbytheborrowersfororinconnectionwiththepledgedassets,includingtothirdparties,andobtainingtherequiredpermitsandapprovals.

⁴ At the nal repayment date, and subject to the completion of construction of the project and compliance with all of the borrowers' obligations to Lender B, Lender B will agree to provide the borrowers with a loan in the amount of the credit utilized against the credit facility, for a period of one year, under terms to be agreed upon between the borrower and the bank, and which will be used solely for the purpose of nal and full repayment of the credit (the loan). The provision of the loan is also subject to the fulllment of cumulative conditions, including that all collateral provided in favor of Lender B is valid and that no event of default (without regard to cure, waiting, or similar periods, if any) or anticipated default and no illegality event (as prescribed under the nance agreement) has occurred. If an event of default or illegality has occurred, the obligation of Lender B to provide the loan is canceled.

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2024-06-16

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Securities	Theborrowershaveprovidedthelenderswiththefollowingmainsecurities(therightsofthelendersinthesecuritieswillbeonaparipassubasisamongthem)⁵:(a)Arstrankandexclusivemortgagewithnoamountlimitationand/orarstxedandexclusivechargewithnoamountlimitation,onalltherightsofHarTovandMegaOrtowardsHarTovandMegaOraccordingtothesaleagreement⁷andontherightsoftheborrowersundertheconstructionandleaseagreementandjointventureagreement;(c)Arstoatingchargewithnoamountlimitationontheprojectaswellasonassetsandrightsrelatedtoit,includingtheborrowers'rightstowardsthirdparties;(d)Firstxedchargeswithnoamountlimitationonalltherightsoftheborrowerspursuanttoagreementswithplanners,subcontractorsandmainsuppliers,includingsecuritiesprovidedtotheborrowerstosecurethem.
EventsofDefaultConstitutingGroundsforImmediateRepayment	Thenancingagreementsincludecustomarycovenantsforimmediaterepaymentofthecredit,subjecttocureperiods,includinginthefollowingcases:breachoftheborrowers'obligationstowardsthelendersunderthenancingagreementand/ordelayincommencementoftheprojectorinterruptionofitsexecutionordeviationfromthebuildingpermitand/orlegalprovisions;groundsrelatingtonon-paymentofanyamounttheborrowersareobligatedtopaypursuanttothenancingagreementaswellasinitiationofdistraint,enforcementand/orreceivershipandinsolvencyproceedingsinconnectionwiththerealestateand/ortheprojectand/ortheborrowers'assets(asapplicable);aneventofchangeofcontrol(asdenedinthenancingagreement);conductingthebusinessoftheborrowersinawaythatmayadverselyaffecttheexecutionoftheprojectorfulllmentoftheirobligationsand/oramaterialadversechangeintheborrowers'business;breachesoftheborrowersrelatingtoobligationsregardingsecurities;adecisionadoptedbytheborrowersrelatingtoachangeofstructure,includingliquidation,mergerorotherstructuralchangeasprovidedinthenancingagreementorachangeofcontrolintheborrowerswithoutthelenders'priorwrittenconsent;provisionsregardingimpairmentofsecurities'value.
Cross-DefaultProvisions	ThenancingagreementwithLenderBincludesacross-defaultprovision,wherebyifagroundforimmediaterepaymentbyLenderAarises,LenderBwillalsobeentitledtodemandimmediaterepaymentoftheloanitprovided.Inaddition,thenancingagreementsincludefurthergroundsforimmediaterepaymentrelatingtotheimmediaterepaymentoftheborrowers'debtstoothercreditors,asfollows:(a)ThenancingagreementwithLenderAincludesaprovisionforimmediaterepaymentofdebtsoftheborrowersamountingtoatleastNIS70,000thousand(withrespecttoeachoftheCompanyandMegaOr)andatleastNIS20,000thousand(withrespecttoHarTov);(b)ThenancingagreementwithLenderBincludesaprovisionforimmediaterepaymentoftheborrowers'debts(orrepaymentbytherelevantborrower)exceedingNIS70,000thousand,orthehigheroftheseamounts.

Or in relation to the real estate;⁶ (b) a rst xed charge with no amount limitation on all rights of the company not according to the original repayment schedule of such debts) whose overall scope exceeds 3% of equity

⁵ It should be noted that equipment, machinery, and any object supplied or related to supplier KNAPP Israel Ltd. and/or as agreed with the lenders, are excluded from the encumbrances. KNAPP AG as agreed with the lenders.

⁶ The company's rights pursuant to the cautionary note recorded in its name will be subject to the lenders' rights. Simultaneously with the transfer of rights in the real estate to the company in accordance with the sale agreement, a rst-rank mortgage will be registered in favor of the lenders with no limitation as to amount, in favor of the bank to secure all debts and obligations of the borrowers towards the lenders.

⁷ The company's rights pursuant to the cautionary note will be subject to the rights of Lender A.

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2024-06-24

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According to the provisions of the nancing agreements, a breach by any one of the borrowers of the nancing agreements – even if it is not a breach by the company – will be considered a breach by the other borrowers. However, each of the borrowers separately (including the company) will be liable only for its proportional share (1/3) of the borrowers' obligations.

Sincerely,

Fox-Wizel Ltd.

Signed by:

Yodfat Harel Buchris, Chairman of the Board

Shahar Rania, Deputy CEO and CFO

It should be noted that from the collaterals were excluded any equipment, machinery, and any objects supplied by or related to the supplier KNAPP Israel Ltd. and/or KNAPP AG, in the forms agreed upon with the lenders.

The company's rights according to the warning note registered in its name will be subject to the rights of the lenders. Simultaneously with the transfer of rights in the real estate to the company pursuant to the sale agreement, a rst-ranking mortgage will be registered in favor of the lenders with no limitation as to amount, in favor of the bank, to secure the debts and obligations of the borrowers towards the lenders. The company's rights according to the warning note will be subject to the rights of Lender A.

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1/19/2026 | 12:56:22 PM