Fox-Wizel Ltd. — Proxy Solicitation & Information Statement 2026

May 31, 2026

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.

Voting Paper

-Part One-

In accordance with the Companies Regulations (Voting in Writing and Position Statements) 5766-2005 (hereinafter: the "Regulations")

The immediate report to which this voting paper is an appendix shall hereinafter be called the "Summons Report" or the "Report".

1. Company Name: Fox-Wizel Ltd. (hereinafter: the "Company").
2. Type of Meeting and Meeting Place: A special annual General Meeting of the Company's shareholders (hereinafter: the "Meeting"). The Meeting will convene on Monday, July 6, 2026, at 10:00 AM at the Fox Group offices, at 6 Hermon Street, Airport City ("Company Offices").
3. Details of the topics and the wording of the resolutions on the agenda regarding which voting is possible via a voting paper:

3.1. Reappointment of the auditing accountant office

It is proposed to reappoint the office of Ernst & Young Israel Kost Forer Gabbay & Kasierer, accountants, as the auditing accountant office of the Company, until the date of the next annual General Meeting. For further details see section 1.2 on the agenda in the Summons Report.

3.2. Reappointment of directors (who are not external directors) for an additional term of office starting from the date of approval of the Meeting

It is proposed to approve the reappointment of the following directors, currently serving on the Company's board of directors and who are not external directors, Mr./Ms. Yudfat Harel Buchris, Harel Wizel, Ishay Fox, and Naama Kaufman Pass (independent director) for an additional term of office, starting from the date of approval of their appointment by the General Meeting and until the end of the next annual meeting. It should be noted that Mr. Harel Wizel and Mr. Ishay Fox are not entitled to compensation for their service as directors in the Company. Also, for details regarding the compensation paid by the Company for the services of Ms. Yudfat Harel Buchris as Chairperson of the Company's Board of Directors as approved by the General Meeting on December 31, 2025, see section 1.6 of the meeting summons report (amended) dated December 22, 2025 (reference: 2025-01-102067), which is hereby included by way of reference. For her service as a director, Ms. Naama Kaufman Pass (independent director) will continue to be entitled to the payment of an annual fee and a participation fee in the maximum amounts set forth in the Companies Regulations (Rules regarding Compensation and Expenses for an External Director), 5760-2000 and as paid to the external directors in the Company.

For further details see section 1.3 on the agenda in the Summons Report.

It should be noted that the vote regarding each of the directors will be held separately.

3.3. Approval of the extension of Mr. Yuval Bronstein's term as an external director in the Company, for a third three-year term

It is proposed to approve the extension of the term of office of Mr. Yuval Bronstein, who serves as an external director in the Company, for a third term of three years, starting July 7, 2026. Mr. Bronstein signed a statement according to which the conditions required for his appointment as an external director in the Company are met in accordance with the provisions of sections 224b and 241 of the Companies Law. For further details, including the audit committee's decision regarding the classification of relationships as negligible, see section 1.4 on the agenda in the Summons Report.

3.4. Update to the Compensation Policy provisions for the years 2026-2028

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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.

It is proposed to approve an update to the provisions of the 2026-2028 Compensation Policy which was approved by the General Meeting of the Company's shareholders within the framework of the 2025 meeting, regarding the definition of the eligibility cap for base salary in relation to managers (section 6.2.5 of the Compensation Policy) as well as adding a clarification regarding the annual bonus cap for Senior Deputy CEO and Deputy CEO (Profit Manager) (section 6.3 of the policy

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of Compensation). The proposed update to the Compensation Policy in tracked changes and a clean version after implementing the proposed update are attached hereto as Appendix B to the Summons Report. For further details see section 1.5 of the Summons Report.

3.5. Subject to the approval of the 2026 Compensation Policy update as stated in section 3.4 above, an update to the terms of service and employment of Mr. Assaf Wizel, including a private allocation of restricted share units

Subject to the approval of the resolution in section 3.4 above, it is proposed to update the employment terms of Mr. Assaf Wizel, CEO of the Fox Israel and Canada chain and one of the controlling shareholders in the Company, in light of the expansion of his role and areas of responsibility, due to the expansion of the Fox chain's activities to Canada as well as the expansion of his areas of responsibility regarding production management and fashion design in some of the group's brands (American Eagle, Billabong, Children's Place, and Jumbo Greece). The proposed update includes an update of the monthly salary to a total of 95,504 NIS gross linked to the increase in the index compared to the index for the month of April 2026, as well as a private offering of 1,500 restricted share units, and is brought for approval in accordance with the provisions of sections 270(4) and 275 of the Companies Law.

4. The full text of the items on the agenda:

The Summons Report and the voting paper can be viewed at the Company's offices during accepted working hours and by prior coordination with Atty. Aya Ben David Eshbel, Deputy CEO and Legal Counsel of the Company, at Tel: 03-9050100, until the time of the General Meeting. In addition, the Summons Report and the voting paper can be viewed on the Israel Securities Authority website at www.magna.isa.gov.il and on the website of the Tel Aviv Stock Exchange Ltd.: http://maya.tase.co.il (hereinafter: "Distribution Sites").

5. The majority required for passing the resolutions:

5.1. The majority required for the resolutions specified in sections 3.1 (reappointment of the auditing accountant office), 3.2 (reappointment of directors who are not external directors), is an ordinary majority of all the votes of the shareholders present at the meeting who are entitled to vote and who voted therein, without taking into account the votes of those abstaining.

5.2. The majority required for the resolution in section 3.3 (extension of Mr. Yuval Bronstein's term for a third term), is the majority required in section 239(b) of the Companies Law as follows: a majority of the votes of the shareholders present and participating in the vote, in person or by proxy, provided that one of the following is met: (a) the count of the majority votes in the General Meeting shall include a majority of the total votes of the shareholders who are not controlling shareholders in the company or who have a personal interest in the approval of the appointment except for a personal interest that is not a result of ties with the controlling shareholder, participating in the vote; in the count of all the votes of the aforementioned shareholders, the votes of those abstaining shall not be taken into account; the provisions of section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes; (b) the total votes of those opposing from among the shareholders mentioned in subparagraph (a) did not exceed a rate of two percent of all the voting rights in the company.

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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. .

5.3. The majority required for the approval of the 2026 Compensation Policy update as stated in section 3.4 above; is the majority required in section 267A(b) of the Companies Law as follows: a majority of the votes of the shareholders present and participating in the vote, in person or by proxy, provided that one of the following is met:

a. the count of the majority votes in the General Meeting shall include a majority of the total votes of the shareholders who are not controlling shareholders in the company or have a personal interest in the approval of the proposed resolution, participating in the vote; in the count of all the votes of the aforementioned shareholders, the votes of those abstaining shall not be taken into account; the provisions of section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes;

b. the total votes of those opposing from among the shareholders mentioned in sub-paragraph (a) did not exceed a rate of two percent of all the voting rights in the company.

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C. It should be noted that notwithstanding the provisions of sub-sections (a) and (b), the Company's board of directors may determine the Compensation Policy even if the General Meeting opposed its approval, provided that the Compensation Committee and thereafter the board of directors decided, based on detailed reasons and after re-discussing the Compensation Policy, that the approval of the Compensation Policy despite the opposition of the General Meeting is for the benefit of the Company.

5.4. The majority required for the approval of the update to the terms of office and employment of Mr. Assaf Wizel as stated in section 3.5 above, including the allocation of restricted units, is a majority of the votes of the shareholders present and participating in the vote, in person or by proxy, provided that one of the following is met:

(a) the count of the majority votes in the General Meeting shall include a majority of the total votes of the shareholders who are not controlling shareholders in the company or have a personal interest in the approval of the transaction, participating in the vote; in the count of all the votes of the aforementioned shareholders, the votes of those abstaining shall not be taken into account;

(b) the total votes of those opposing from among the shareholders mentioned in sub-paragraph (a) did not exceed a rate of two percent of all the voting rights in the company.

6. Indication of a shareholder's affiliation

A shareholder participating in the vote on decisions 3.3-3.5 above, will mark in the second part of the voting paper, in the space designated for this, whether they are a controlling shareholder in the Company and the presence or absence of a personal interest regarding the said resolution, as required by the provisions of the Companies Law, and will describe the nature of the personal interest, if any. One who has not marked as such or has not described the nature of the personal interest will not have their vote counted.

It is clarified that one who has not marked as such or has not described the nature of the personal interest or another characteristic as mentioned will not have their vote counted.

7. Validity of the voting paper

7.1.

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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.

The voting paper will be valid for a shareholder for whom shares are registered with a TASE member and those shares are included among the shares registered in the shareholders' register in the name of the Nominee Company ("unregistered shareholder")¹, only if an ownership confirmation is attached to it or if an ownership confirmation was sent to the Company via the electronic voting system, as defined in the Companies Regulations (Voting in Writing and Position Notices), 5766-2005 ("Electronic Voting System"). The voting paper will be valid for someone registered as a shareholder in the Company's shareholders' register ("registered shareholder"), only if a photocopy of an ID card, passport, or incorporation certificate is attached to it.

7.2. A shareholder interested in voting via this voting paper must provide the voting paper and the relevant documents as mentioned to the Company's offices at the address detailed below, no later than four (4) hours before the time of the General Meeting, as far as an unregistered shareholder is concerned, and no later than six (6) hours before the time of the General Meeting, as far as a registered shareholder is concerned. For this matter, the "delivery date" is the time at which the voting paper and the attached documents reached the Company's offices.

7.3. A voting paper that is not delivered in accordance with the above will be invalid.

8. Voting via the Electronic Voting System

² An unregistered shareholder is someone for whom a share is registered with a TASE member and that share is included among the shares registered in the shareholders' register in the name of the Nominee Company.

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8.1. An unregistered shareholder may vote via the Electronic Voting System, starting from the time of receiving confirmation from the Electronic Voting System regarding the proper receipt of the list of those entitled to vote in the Electronic Voting System and until six (6) hours before the time the General Meeting convenes ("System Lock Time").

8.2. Voting via the Electronic Voting System will be subject to change or cancellation until the System Lock Time and cannot be changed via the Electronic Voting System after this time. It should be noted that according to section 83(d) of the Companies Law, if a shareholder voted in more than one way, their later vote will be counted. The Company does not allow voting via the Internet other than via the Electronic Voting System.

1. The Company's address for delivery of voting papers and position notices: the Company's offices.

2. The Record Date - June 8, 2026

3. The deadline for delivering position notices to the Company: until June 26, 2026. A shareholder may contact the Company directly and receive from it, free of charge, the wording of the position notices sent to it.

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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.

1. The deadline for delivering the board of directors' response to the position notices: until July 1, 2026.

2. The voting papers and position notices are available on the Distribution Sites at their addresses above.

3. A shareholder may receive the ownership confirmation at the branch of the TASE member or by mail delivery, if they so requested. A request for this matter will be given in advance to a specific securities account. An unregistered shareholder may instruct that their ownership confirmation be transferred to the Company via the Electronic Voting System.

4. An unregistered shareholder is entitled to receive by email, free of charge, a link to the wording of the voting paper and position notices on the Distribution Site, as well as from the TASE member through which they hold their shares, unless they notified the TASE member that they are not interested in receiving such a link or that they are interested in receiving voting papers by mail for payment; a notice regarding voting papers will also apply to the receipt of position notices.

5. One or more shareholders holding on the record date shares constituting five percent or more of the total voting rights in the company, as well as anyone holding such a rate out of the total voting rights not held by the controlling shareholder in the company as defined in section 268 of the Companies Law, is entitled by themselves or via a proxy on their behalf, after the General Meeting has convened, to review the voting papers and the voting records via the Electronic Voting System that reached the Company, at the registered office of the Company, during accepted working hours. The amount of shares constituting 5% of the total company rights (not on a fully diluted basis) is approximately 695,192 ordinary shares of the Company. The amount of shares constituting 5% of the total voting rights in the Company (not on a fully diluted basis) that are not held by the controlling shareholder in the Company, is approximately 402,373 ordinary shares of the Company.

6. Cancellation of a voting paper – a shareholder may, up to twenty-four hours before the time the meeting convenes, contact the Company's offices, and after proving their identity to the satisfaction of an authorized representative on behalf of the Company, withdraw their voting paper and ownership confirmation, or cancel their vote.

7. After the publication of the voting paper, there may be changes to the agenda of the General Meeting, including the addition of an item to the agenda, and position notices may be published. It will be possible to review the updated agenda and position notices that were published in the Company's reports on the Distribution Site.

A shareholder will indicate their method of voting regarding each item on the agenda and regarding which voting is possible via this voting paper in the second part of the voting paper.

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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.

Proxy Statement according to the Companies Regulations (Written Voting and Position Statements), 2005

-Part Two-

Company Name : Fox-Wizel Ltd.

Company Address (for delivery and mailing of voting forms): 6 Hermon St., Airport City at the Fox Group offices

Company No.: 512157603

Meeting Date: Monday, July 6, 2026, at 10:00

Meeting Type: Annual and Special General Meeting of the Company's shareholders.

Record Date: June 8, 2026

Shareholder Details:

1. Shareholder Name : ___ .
2. ID No.: ___ .
3. Quantity of securities : ___ .
4. If the shareholder does not have an Israeli ID card -
   Passport No.: __ Country of issue: __ Valid until: ___ .
5. If the shareholder is a corporation -
   Corporation No.: __ Country of incorporation: __
   Quantity of securities: ___ .

Notice regarding the identity of the voter in accordance with the ISA directive regarding the voting manner of interested parties, senior officers, and institutional bodies at meetings: (Please mark ☐ in the appropriate place in the table)

Institutional Investor	Interested Party²	Senior Officer³	I am not one of these entities

² As defined in Section 1 of the Securities Law, 1968 (hereinafter: the "Securities Law")
³ As defined in Section 37(d) of the Securities Law

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Voting Manner: (Please mark ☐ in the appropriate place in the table)

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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.

| Agenda Items | | Voting Manner^{4} | | | Regarding resolutions 3.3-3.5
Are you a controlling shareholder or do you have a personal interest in the approval of the resolution?^{5} | |
| --- | --- | --- | --- | --- | --- | --- |
| | | For | Against | Abstain | Yes | No |
| 3.1 | Reappointment of the auditing accountant firm | | | | | |
| 3.2 | Reappointment of Ms. Yodfat Harel Buchris as a director of the Company | | | | | |
| 3.2 | Reappointment of Mr. Harel Wizel as a director of the Company | | | | | |
| 3.2 | Reappointment of Ms. Naama Kaufman Fass as an independent director of the Company | | | | | |
| 3.2 | Reappointment of Mr. Yashar Fox as a director of the Company | | | | | |
| 3.3 | Extension of the term of Mr. Yuval Bronstein as an External Director | | | | | |
| 3.4 | Approval of update to the 2026 Compensation Policy provisions | | | | | |
| 3.5 | Approval of update to the terms of service of Mr. Assaf Wizel including the allocation of Restricted Share Units | | | | | |

Details regarding being a controlling shareholder and/or having a personal interest :

Date ___

Signature ___

4 Failure to mark will be considered an abstention.

5 A shareholder who does not fill in this column or who marks "Yes" and does not elaborate, their vote will not be counted.

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