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Fox-Wizel Ltd. (the "Company")

To:

Israel Securities Authority
The Tel Aviv Stock Exchange Ltd.
www.isa.gov.il
www.tase.co.il

May 31, 2026

Dear Sir/Madam,

Subject: Immediate Report regarding the convening of an Annual and Special General Meeting of the Company's Shareholders

An Immediate Report is hereby provided in accordance with the Companies Law, 5759-1999 (the "Companies Law"), the Securities Law, 5728-1968 (the "Securities Law"), the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (the "Reports Regulations"), the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 5761-2001 (the "Controlling Shareholder Transaction Regulations"), the Securities Regulations (Private Placement of Securities in a Registered Company), 5760-2000 (the "Private Placement Regulations"), the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000 (the "Notice and Announcement Regulations"), and the Companies Regulations (Written Voting and Position Statements), 5766-2005 (the "Written Voting Regulations"), regarding the convening of an annual and special general meeting of the Company's shareholders, which will convene on Monday, July 6, 2026, at 10:00 AM at the Fox Group offices at 6 Hermon Street, Airport City (respectively, the "Immediate Report", the "General Meeting", and the "Offices").

1. The Items and Resolutions on the Agenda of the Meeting:

1.1. Discussion of the Board of Directors' Report and the Company's Financial Statements for the year 2025

The Board of Directors' Report and the Company's Financial Statements for the year 2025, which were published as part of the Company's Periodic report for the year ended December 31, 2025, published on March 23, 2026 (Reference No.: 2026-01-025554) (the "Periodic report"), will be brought for discussion. In addition, a report from the Company's Board of Directors will be provided regarding the fee of the auditing accountant for audit activities as well as for additional services, to the extent there were any.

No vote will be held on this item.

1.2. Re-appointment of the Auditing Accounting Firm

It is proposed to re-appoint the firm Ernst & Young Israel - Kost Forer Gabbay & Kasierer, accountants, as the Company's auditing accounting firm until the date of the next annual general meeting.

In addition, a report from the Company's Board of Directors will be provided regarding the fee of the auditing accountant for audit activities as well as for additional services, to the extent there were any.

1.3. Re-appointment of Directors (who are not external directors) for an additional term of office starting from the date of the Meeting's approval

It is proposed to approve the re-appointment of the following directors, currently serving on the Company's Board of Directors and who are not external directors: Ms. Yodfat Harel Buchris, Mr. Harel Wizel, Mr. Shai Fox, and Ms. Naama Kaufman-Pass (independent

director) for an additional term of office, starting from the date of the approval of their appointment by the General Meeting convened under this Immediate Report and until the end of the next annual meeting.

All said candidates for director positions in the Company have submitted to the Company a declaration in accordance with Section 224b of the Companies Law, copies of which are attached as Appendix A to this Immediate Report; including Ms. Naama Kaufman-Pass, who signed a declaration, a copy of which is attached as Appendix A to this Immediate Report, stating that the conditions required for her appointment as an independent director in the Company are met in accordance with the provisions of Sections 224b and 241 of the Companies Law.

It should be noted that Mr. Harel Wizel and Mr. Shai Fox are not entitled to compensation for their service as directors of the Company. Furthermore, for details regarding the compensation paid by the Company for the services of Ms. Yodfat 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 (Amended) Meeting Summon Report dated December 22, 2025 (Reference: 2025-01-102067), which is hereby included by way of reference ("2025 Meeting Report", "2025 Meeting").

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 participation fee in the amount of the maximum sums set in the Companies Regulations (Rules regarding Compensation and Expenses for an External Director), 5760-2000 ("Compensation Regulations"), as updated from time to time, according to the rank in which the Company is classified at the relevant time, as well as reimbursement of expenses in connection with her participation in meetings, as detailed in the Compensation Regulations, and as paid to the external directors of the Company.

In addition, all the aforementioned candidates are entitled to be included in the insurance arrangement for the liability of directors and officers in the Company as approved from time to time, as well as to a letter of indemnity and exemption as customary in the Company and in accordance with the Company's compensation policy (see also Regulation 29a in Part D of the Periodic report for the year 2025).

For further details regarding the directors whose office is brought for re-appointment, see Regulation 26 in Part D of the Periodic report, the contents of which are brought here by way of reference. To the best of the Company's knowledge, no change has occurred in the details required under Regulation 26 of the Reports Regulations with respect to the aforementioned directors since the Periodic report.

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

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

1.4.1. It is proposed to approve the extension of the term of office of Mr. Yuval Bronstein, who serves as an external director of the Company, for a third three-year term, starting July 7, 2026. Mr. Bronstein signed a declaration stating that 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, a copy of which is attached as Appendix A to this report.

1.4.2. On May 24, 2026, the Audit Committee approved, based on facts presented to it and based on the candidate's declarations, that it is doubtful whether the circumstances detailed below constitute an "affiliation" as defined in Section 240(b) of the Companies Law, and in any case, for the sake of caution, approved based on the facts received by it that said connections are negligible and therefore do not constitute an affiliation, in accordance with the Companies Regulations (Matters that do not constitute an Affiliation), 5767-2006:

Mr. Yuval Bronstein serves as a director in an investment company that manages real estate funds, and as a member of the investment committees in two of its funds (hereinafter: the "Fund" and the "Investment Company", respectively), where Trico Fox Ltd. (one of the controlling shareholders of the Company, hereinafter: "Controlling shareholder of the Company")/a company related to it

invests in it negligible amounts from the perspective of the controlling shareholder of the company and from the perspective of the Fund.¹ Furthermore, Mr. Bronstein's income from the Investment Company and his holdings as a partner in the Investment Company's funds are negligible in terms of their impact on Mr. Bronstein's economic situation.

B. Mr. Bronstein serves as a member of investment committees in subsidiaries of an institutional body. The Company and a subsidiary invest in a portfolio managed by another subsidiary of that same institutional body, amounts that are not material for them and are negligible for the institutional body.

Accordingly, the Committee believed it is doubtful whether these circumstances, as detailed before it, amount to an affiliation, and in any case, the Committee approved that in light of the negligibility of the connections from the perspective of the candidate, the funds, the Company, as well as the controlling shareholder of the Company, they do not constitute an affiliation.

1.4.3. For his service as an external director, Mr. Bronstein will continue to be entitled to the payment of an annual fee and participation fee in the amount of the maximum sums set in the Compensation Regulations, as updated from time to time, according to the rank in which the Company is classified at the relevant time, as well as reimbursement of expenses in connection with his participation in meetings, as detailed in the Compensation Regulations. In addition, Mr. Bronstein is entitled to continue to be included in the insurance arrangement for the liability of directors and officers in the Company as approved from time to time, as well as to a letter of exemption and indemnity as customary in the Company and in accordance with the Company's compensation policy (for details, see Regulation 29a of Part D of the Periodic report).

1.4.4. For further details regarding Mr. Bronstein, see Regulation 26 in Part D of the Periodic report, the contents of which are brought here by way of reference. To the best of the Company's knowledge, no change has occurred in the details required under Regulation 26 of the Reports Regulations with respect to Mr. Bronstein since the Periodic report (except that he serves as a director and member of the investment committee in a fund of Point Faro Investments Ltd. as detailed in his affidavit attached to this report).

1.5. Update of the Provisions of the 2026-2028 Compensation Policy

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 (as defined above) ("2026 Compensation Policy") in the definition of the eligibility cap for the base salary in relation to managers (Section 6.2.5 of the Compensation Policy) as well as the addition of a clarification regarding the annual bonus cap in relation to a Senior Executive Vice President and a Vice President (Profit Manager) (Section 6.3 of the Compensation Policy). The proposed update to the Compensation Policy in mark-up and clean version after incorporating the proposed update are attached hereto as Appendix B to the Summon Report.

Version of the Proposed Resolution: Approval of an update to the provisions of the Company's 2026 Compensation Policy in accordance with the version attached as Appendix B to this report, and as detailed in Section 1 of the report below.

1.6. Subject to the approval of the resolution in Section 1.5 above, updating the terms of office and employment of Mr. Assaf Wizel, including a private placement of restricted share units

Subject to the approval of the resolution in Section 1.5 above, it is proposed to update the employment terms of Mr. Assaf Wizel, CEO of the Fox Israel and Canada network and one of the controlling shareholders of the Company, in light of the expansion of his role and areas of responsibility, due to the expansion of the Fox network's activity to Canada as well as the expansion of his areas of responsibility in some of the group's brands (American Eagle, Billabong, Children's Place, and Gymboree) regarding the management of self-production in the brands and fashion design while adapting collections to consumer taste and increasing gross profit margins. The proposed update includes updating the monthly salary to a total of 95,504 NIS gross linked to the increase in the Consumer Price Index compared to the index for the month of April 2026 (instead of 86,822

1 The controlling shareholder of the Company is also a shareholder of an immaterial percentage in the Investment Company. The Investment Company has a controlling group that has the ability to appoint the various organs, whereas the controlling shareholder of the Company has no ability to influence the termination of Mr. Bronstein's term of office in the Investment Company and in the funds.

gross NIS linked to the Consumer Price Index compared to the index for the month of October 2025) as well as a private placement 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.

Version of the Proposed Resolution: Subject to the approval of the update to the 2026 Compensation Policy, updating the terms of employment of Mr. Assaf Wizel as detailed above, including a private placement of 1,500 restricted share units, as detailed in Section 2 of the report below.

Further details regarding resolutions 1.5-1.6 on the Meeting's agenda:

Approval of the update to the provisions of the Company's compensation policy for the years 2026-2028 in the version attached as Appendix B to this Summon Report (Resolution 1.5 on the agenda)

1.1. Background and version of the proposed resolution

1.1.1. Within the framework of the general meeting of the Company's shareholders on December 31, 2025 (after receiving the approval of the Compensation Committee and the Company's Board of Directors), a compensation policy for the Company for the years 2026-2028 was approved ("2026 Compensation Policy"). For details, see Section 1.6 of the (Amended) Meeting Summon Report dated December 22, 2025 (Reference: 2025-01-102067), which is hereby included by way of reference ("2025 Meeting Report", "2025 Meeting").

1.1.2. It is proposed to approve a change in the definition of the eligibility cap for the base salary, and to merge the cap set in relation to a manager in the role of Vice President with the cap set in relation to other managers, as detailed in Section 6.2.5 of the Compensation Policy attached as Appendix B to the Common Report, in order to allow flexibility in setting the base salary, among other things, in cases of an increase in the number of managers in the Company, changes in role/promotion of managers.

1.1.3. Furthermore, it is proposed to add a clarification regarding the annual bonus cap for a Senior Executive Vice President and for a Vice President (Profit Manager) in accordance with the relevant profit brackets as detailed in Section 6.3 of the Compensation Policy attached as Appendix B to the Common Report.

The full version of the 2026 Compensation Policy is attached to this Common Report as Appendix B in a marked version including all changes as well as in a clean version.

1.2. Method of implementing the existing compensation policy: agreements that are not in accordance with the compensation policy

There are no employment and office agreements between the Company and the managers (as defined in the Compensation Policy) that are in effect and which are not in accordance with the existing compensation policy.

1.3. Reasoning of the Compensation Committee and the Board of Directors for approving the update to the provisions of the 2026 Compensation Policy

The following is a summary of the reasoning of the Company's Compensation Committee and Board of Directors:

1.3.1. The proposed change in the definition of the base salary eligibility cap as detailed in Section 1.1.2 above is not material, and is intended to allow flexibility in setting the base salary, among other things, in cases of recruiting additional managers in the Company, changes in role/promotion of managers. The updated cap is consistent with what is accepted regarding base salary caps among other similar companies, taking into account the characteristics of the scope of the Company's activity and size.

1.3.2. The change proposed in Section 1.1.3 above is intended to clarify that in any case a cap applies to the annual bonus for a Senior Executive Vice President and for a Vice President (Profit Manager) in accordance with the relevant profit brackets.

1.4. Details regarding the controlling shareholders in the Company

The controlling shareholders in the Company by virtue of a voting agreement between them are as detailed below:

Trico Fox Ltd. - a private company owned and fully controlled, in final chain, by Mr. Avraham Fox ("Trico Fox"). Trico Fox holds approximately 22.20% of the issued and paid-up share capital of the Company. In addition, as of the date of the report, each of Mr. Yishai Fox (a director in the Company) and Mr. Oded Shaul Fox, sons of Mr. Avraham Fox, holds approximately 0.04% of the issued and paid-up share capital of the Company. It should also be noted that Mr. Elad Vered (Senior Executive VP in the field of Procurement and Logistics and son-in-law

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of Mr. Fox) and Michal Rivkind (daughter of Mr. Fox) hold approximately 0.31% and 0.09%, respectively, of the Company's share capital.

The brothers Yiftach, Harel, and Assaf Wiesel ("Wiesel family members") together hold approximately 19.44% of the Company's issued and paid-up share capital by virtue of a shareholders agreement signed between them. As part of said shareholders agreement, it was determined, among other things, that the parties will cooperate regarding their holdings in the Company, and Messrs. Yiftach Wiesel and Assaf Wiesel granted Mr. Harel Wiesel a power of attorney to exercise their voting rights in the Company in their name and stead at the Company's General Meeting.

The Wiesel family members entered into a supplement to the existing shareholders agreement in the Company with Trico Fox and with Wiesel Holdings A.Y.H. Ltd. ("Wiesel Holdings")², according to which the Wiesel family members will replace Wiesel Holdings regarding the shareholders agreement, and Messrs. Yiftach Wiesel and Assaf Wiesel granted Mr. Harel Wiesel a power of attorney to act in their stead and in their name according to the shareholders agreement with Trico Fox.

Additionally, Ms. Yarden Wiesel (CEO of the Sun Glass Hut chain and daughter of Mr. Harel Wiesel) directly holds a negligible amount of shares in the Company.

1.5. The essence of the personal interest of the controlling shareholders in the approval of the update to the 2026 Compensation Policy provisions

The personal interest of the controlling shareholders arises from the fact that the update of the Compensation Policy provisions is relevant, among others, to Assaf Wiesel (regarding the update of the definition of the base salary cap), and also to Elad Vered (regarding the clarification concerning the annual bonus cap) who is the son-in-law of Mr. Avraham Fox and due to the voting agreement between the controlling shareholders as stated in section 1.4 above.

Messrs. Harel Wiesel, Yiftach Wiesel, and Assaf Wiesel have a personal interest in the resolution arising from the fact that the update of the Compensation Policy provisions is relevant, among others, to Assaf Wiesel, and also to Elad Vered who is the son-in-law of Mr. Avraham Fox and due to the voting agreement as stated above. Regarding Yarden Wiesel, she has a personal interest in the resolution in light of her family proximity to Messrs. Harel Wiesel, Yiftach Wiesel, and Assaf Wiesel and due to their personal interest as stated above.
Trico Fox has a personal interest arising from the fact that Mr. Avraham Fox is the father-in-law of Mr. Elad Vered, and also regarding Mr. Assaf Wiesel in light of the voting agreement as stated above.
It should also be noted that Messrs. Oded Fox, Ishay Fox, Elad Vered, and Michal Rivkind, who hold negligible shares in the Company (see section 1.4 above), may be considered as having a personal interest due to being relatives of Mr. Avraham Fox and due to his personal interest as detailed above, and due to their family proximity to Mr. Elad Vered, and they may also be considered as having a personal interest regarding the update of the provisions as stated, which relate, among others, to Mr. Assaf Wiesel, as stated above.

1.6. The directors of the Company who have, to the best of the Company's knowledge, a personal interest in this resolution and the nature of this interest

Mr. Harel Wiesel – as detailed in section 1.5 above.
Mr. Ishay Fox – as detailed in section 1.5 above.

1.7. The approvals required in connection with the approval of the update to the 2026 Compensation Policy provisions

The Compensation Committee and the Company's Board of Directors approved, unanimously, the proposed resolution. The resolution requires the approval of

the General Meeting convened in this report.³

2 A company fully owned and controlled by the Wiesel family members (in equal parts) through which, until April 15, 2026, the Wiesel family members held shares in the Company.

1.8. The directors who participated in the Compensation Committee and Board of Directors meetings and details of the meetings

Compensation Committee - At the Compensation Committee meetings on May 24, 2026, the following Compensation Committee members participated during the adoption of the resolution: Messrs. Yuval Bronstein (External Director and Chairman of the Committee), Tamir Dagan (External Director), and Naama Kaufman Pass (Independent Director). There were no objectors to the approval of the resolution and the resolution was adopted unanimously.
Board of Directors - At the Board of Directors meeting on May 26, 2026, directors Messrs. Harel Wiesel and Ishay Fox did not participate in the resolution-adoption stage due to their personal interest as detailed above, and the resolution was adopted by the rest of the Board members - Messrs. Yodfat Harel Buchris (Chairwoman), Yuval Bronstein (External Director), Tamir Dagan (External Director), and Naama Kaufman Pass (Independent Director).

2. Subject to the update of the Compensation Policy provisions, updating the employment terms of Mr. Assaf Wiesel, including a private allocation of restricted stock units (Resolution No. 1.6 on the agenda)

2.1 General: The Proposed Resolution

Mr. Assaf Wiesel has been a full-time employee of the Company since 2002, in various management positions, and for over 10 years has served as the CEO of the Fox Israel chain. Mr. Assaf Wiesel is one of the controlling shareholders in the Company (for additional details see section 1.4 above). Starting from the first quarter of 2026, the Company has been working to expand its activity in the Fox brand in Canada, and within this framework during May 2026, it opened 6 Fox brand stores in Canada for the first time. Additionally, since 2025, Mr. Assaf Wiesel's areas of responsibility have been expanded such that in addition to his role as CEO of the Fox chain in Israel and Canada, Mr. Wiesel is responsible for managing self-production, fashion design, and adapting collections to consumer tastes and improving the gross profit in some of the group's brands (American Eagle, Billabong, Children's Place, and Gymboree).

Mr. Assaf Wiesel was added to the roster of officers in March 2025 and reports directly to the Company's CEO.

Subject to the approval of the 2026 Compensation Policy update, it is proposed to update the employment terms of Mr. Assaf Wiesel, in light of the expansion of his role and areas of responsibility as detailed above.

The proposed update includes updating Mr. Wiesel's monthly salary to a total of 95,504 NIS gross, where the salary will be linked to the increase in the Consumer Price Index compared to the index for April 2026, as well as a private offer of 1,500 restricted stock units, and is brought for approval in accordance with the provisions of sections 270(4) and 275 of the Companies Law, all as detailed below. Beyond the aforementioned, no change will occur in the employment terms of Mr. Assaf Wiesel detailed in section 2.2 below. It should be noted that the update of Mr. Wiesel's monthly salary meets the provisions of section 6.2.1 of the Compensation Policy, which allows for a monthly salary update for a manager in a cumulative amount of up to 15,000 NIS during the Compensation Policy period, while regarding controlling shareholders/relatives, the approval of the General Meeting by a special majority will be required. Additionally, the proposed equity compensation meets the conditions of section 6.5.4.C of the Compensation Policy both regarding the annual benefit value and regarding the total equity compensation cap during the Compensation Policy period.

2.2 Key terms of employment of Mr. Assaf Wiesel, as of the date of publication of the convening report

The following are the key terms of employment of Mr. Assaf Wiesel as of the date of publication of this convening report:

The terms of employment of Mr. Assaf Wiesel were determined in an employment agreement from 2002 as updated from time to time (and recently within the framework of the 2025 meeting), and are consistent with the 2026 Compensation Policy:

3 In accordance with section 267A(b) of the Companies Law, 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 subsequently 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 in the best interest of the Company.

Monthly Salary (Gross) - Mr. Assaf Wiesel's monthly gross salary as of the report date is 86,822 NIS, linked to the increase in the Consumer Price Index compared to the index for October 2025.

Vehicle - According to his employment agreement from 2002, Mr. Assaf Wiesel is entitled to vehicle maintenance at a value of up to 300 thousand NIS, linked to the index⁴. The Company bears all expenses associated with the use of the vehicle; the value of use is added to his salary and the Company does not gross up the value of use.

Social Conditions - Mr. Assaf Wiesel is entitled to manager's insurance, loss of earning capacity insurance, a study fund up to the cap, as well as 33 vacation days, sick pay, and convalescence pay.

Annual Bonus - In accordance with the 2026 Compensation Policy, Mr. Assaf Wiesel is entitled to an annual bonus according to annual net profit brackets as follows: Mr. Assaf Wiesel is included in the group of managers who are a "controlling shareholder" or their "relative": at an annual net profit of 220-280 million NIS - the bonus rate will be 8 gross monthly salaries; at an annual net profit of 280-350 million NIS - the bonus will be 10 gross monthly salaries; at an annual net profit of 350-425 million NIS - the bonus will be 11 gross monthly salaries; at an annual net profit exceeding 425 million NIS - the bonus will be 12 gross monthly salaries.

The Compensation Committee and the Company's Board of Directors are entitled to reduce the annual bonus for reasons that will be recorded and detailed within the framework of the Company's annual report for the year for which it was decided to reduce the bonus. On June 9, 2025, the Company's General Meeting approved a one-time bonus for Mr. Assaf Wiesel in the amount of 250 thousand NIS in addition to the annual bonus paid to him for 2024.⁵

Equity Compensation - In accordance with the 2026 Compensation Policy and after receiving all required approvals by law, on January 1, 2026, 6,858 restricted stock units were allocated to Mr. Assaf Wiesel within the framework of an allocation of restricted units to officers, managers, and employees in the Group. For further details, see the 2025 meeting convening report ("the Existing Restricted Units").

It should be noted that in accordance with the 2026 Compensation Policy, the rate of the variable component (bonus and equity component) of the total compensation for Mr. Wiesel will not exceed 65%.

Miscellaneous - The Company bears the cost of a cellular phone line (including gross-up).

Termination of Employment Agreement - Each of the parties may terminate the agreement by giving 180 days' prior notice. Mr. Assaf Wiesel is entitled to severance pay according to his last salary which will be multiplied by the number of years of his employment, less the severance funds accumulated in his favor, as well as an adjustment period payment in an amount equal to a total salary for six (6) months.

It should also be noted that Mr. Assaf Wiesel is entitled to be included in the directors' and officers' liability insurance arrangement in the Company as will be approved from time to time, as well as to a letter of indemnity and exemption as customary in the Company and in accordance with the Company's Compensation Policy (see also Regulation 29A of the Periodic report for 2025).

⁴ As of November 2025, the cost of the vehicle is 367,175 NIS.

⁵ For details see the amended General Meeting convening report dated May 27, 2025, reference: 2025-01-037880.

Below are the required details regarding the compensation for Mr. Assaf Wiesel, in accordance with the Sixth Schedule to the Reports Regulations, as recognized in the financial statements for 2025:

Details of Compensation Recipients				Compensation* for Services (thousands of NIS)							Other Compensation* (thousands of NIS)			Annual Total (thousands of NIS)
Name (***)	Role	Scope of Position	Holding Rate in Corporate Capital (***)	Salary (**)	Bonus	Share-Based Payment	Management Fees	Consulting Fees	Commission	Other	Interest	Rent	Other
Assaf Wiesel (M)	CEO of Fox Israel	100%	6.50	1,396	1,118	430	-	-	-	-	-	-	-	2,944

() The amounts detailed in the table are in terms of cost to the Company, on an annual basis. The bonus for Mr. Assaf Wiesel in 2025 includes a special and one-time amount of 250 thousand NIS in accordance with the approval of the General Meeting on June 9, 2025.
() Also includes telephone, vehicle, severance, and vacation expenses.
() According to section 6A of the Equal Pay for Male and Female Employees Law, the gender of the recipient of the salary detailed in Regulation 21 must be stated.
(*) The holding rate is as of the report date, on a non-fully diluted basis.

2.3 Private offer of restricted stock units (RSU) to Mr. Assaf Wiesel

It is proposed to approve an allocation of a total quantity of 1,500 restricted stock units (RSU) (non-tradable and non-transferable) to Mr. Assaf Wiesel, constituting approximately $0.01\%$ of the Company's issued and paid-up capital, which are automatically converted upon their vesting into 1,500 ordinary shares of the Company of par value 0.01 each, subject, among other things, to the dates and meeting of net profit targets and other conditions which are identical to the conditions of the Existing Restricted Units (as defined above) except for the third vesting date which will fall on June 30, 2029, in accordance with the Compensation Policy provisions whereby full vesting of the equity compensation requires a period of at least 3 years from the grant date.

The following details are provided in accordance with the Private Offer Regulations

2.3.1. Details about the Offeree

2.3.1.1. Mr. Assaf Wiesel is a material shareholder in the Company. For details see section 1.4 above.
2.3.1.2. It should be noted that as of the report date, an employer-employee relationship exists between the Company and Mr. Assaf Wiesel.

2.3.2. The quantity and the percentage that the Restricted Units will constitute of the issued and paid-up capital of the Company and of the voting rights therein after the allocation and on a fully diluted basis

2.3.2.1. As part of the private allocation, the Company will allocate to Mr. Assaf Wiesel, without consideration, 1,500 restricted stock units, not listed for trade, which are automatically converted upon their vesting into 1,500 ordinary shares of the Company, of 0.01 NIS par value each, in accordance with and subject to the details below. As of the date of this report, the shares resulting from the conversion of the restricted units to be allocated to the offeree will constitute approximately $0.01\%$ of the Company's issued and paid-up share capital and of the voting rights therein after the allocation and assuming conversion of all restricted units by the offeree, and approximately $0.01\%$ of the Company's issued and paid-up share capital and of the voting rights therein on a fully diluted basis[6].
2.3.2.2. The allocation of the restricted units to Mr. Assaf Wiesel will be made according to section 3(i) of the Income Tax Ordinance (New Version), 1961 ("the Ordinance").
2.3.2.3. The shares resulting from the conversion of the restricted units to be allocated to the offeree will be listed for trade on the TASE.

6 The fully diluted calculation is based on the assumption of: (a) conversion to Company shares of all restricted units to be allocated to the offeree according to this report; and (b) conversion of all convertible securities (restricted units and warrants) which the Company allocated up to the date of this report and which have not yet been converted into Company shares.

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to the Tel Aviv Stock Exchange Ltd. ("the TASE"), in the name of Mizrahi Tefahot Registration Company Ltd. ("the Registration Company"), and they shall be, from the date of their allocation, equal in their rights in every respect to the existing ordinary shares in the company's capital. For the avoidance of doubt, until the date of allocation of the shares resulting from the conversion of the Restricted Share Units, the Restricted Share Units shall not grant any right granted to a shareholder, including voting rights or the right to participate in the company's profits, including dividends.

Vesting period and vesting conditions of the Restricted Share Units

2.3.3.

The Offeree's Restricted Share Units shall vest in three equal tranches, where the vesting of each tranche shall be subject to meeting at least 85% of an annual net profit target (as the term "annual net profit target" is defined below); the annual net profit target for 2026 is a total of at least 285 million NIS, the annual net profit target for 2027 is at least 300 million NIS, and the annual net profit target for 2028 is at least 330 million NIS ("Annual Profit Target", as applicable); meeting a rate lower than 85% of the relevant annual net profit target, provided that the relevant annual net profit is not lower than a total of 220 million NIS ("Annual Partial Target", as applicable) will entitle to half of the tranche (50% of the tranche); alternatively, as long as the Company did not meet the Annual Profit Target in the relevant year or met only the Annual Partial Target but meets a target of aggregate annual net profit for the years 2026-2028 that shall not be less than a total of 800 million NIS ("the Aggregate Target"), then at the third vesting date, the RSU units that did not vest in that relevant year will also vest, all as detailed below:

2.3.3.1

(A) 500 Restricted Units ("the First Tranche") shall vest on June 30, 2027 ("the First Vesting Date") subject to meeting at least 85% of the annual net profit target for 2026; as long as the Company met the Annual Partial Target for 2026, half (50%) of the First Tranche shall vest, and the balance (50% of the First Tranche) shall vest on the third vesting date in subsection (C) subject to meeting the Aggregate Target; as long as the Company did not meet the Annual Partial Target for 2026, the First Tranche shall vest on the third vesting date in subsection (C), as applicable, subject to meeting the Aggregate Target.

(B) 500 Restricted Units ("the Second Tranche") shall vest on June 30, 2028 ("the Second Vesting Date") subject to meeting at least 85% of the annual net profit target for 2027; as long as the Company met an Annual Partial Target for 2027, half (50%) of the Second Tranche shall vest, and the balance (50% of the Second Tranche) shall vest on the third vesting date in subsection (C) subject to meeting the Aggregate Target; as long as the Company did not meet the Annual Partial Target for 2027, the Second Tranche shall vest on the third vesting date in subsection (C), as applicable, subject to meeting the Aggregate Target.

(C) 500 Restricted Units ("the Third Tranche") shall vest on June 30, 2029 ("the Third Vesting Date") subject to meeting at least 85% of the annual net profit target for 2028 or alternatively meeting the Aggregate Target. As long as the Company did not meet the Annual Profit Target or the Aggregate Target but met the Annual Partial Target, half (50%) of the Third Tranche shall vest.

Annual Net Profit - means the Company's annual net profit, after tax, according to the Company's audited consolidated financial statements for each of the years 2026-2028 and after giving the annual bonus, neutralizing extraordinary accounting actions, capital gains/losses

one-time and one-time actions that are not in the ordinary course of business, income/expenses as a result of valuation of holdings in corporations, provisions for burdensome assets and impairment of goodwill.

Subject to the provisions of section 2.3.3.4 below, the eligibility to exercise the Restricted Units is subject to the Offeree serving as an employee and/or officer (including as a service provider) in the Company or in a company held by it on the First Vesting Date and/or the Second Vesting Date and/or the Third Vesting Date, as applicable. Any Restricted Unit that has not yet vested shall expire immediately on the date the Offeree ceases to be an employee, service provider, or officer in the Company or in a company held by it.

Method of exercise of the Restricted Units for the Offeree

2.3.3.3.

(A) Exercise of the Restricted Units shall be done through the issuance of ordinary shares of the Company. The allocation of shares resulting from the conversion of the Restricted Units shall be carried out against payment by the Offeree in the amount of 30 agorot per share.

(B) Shortly after the relevant vesting date, as applicable, the Restricted Units which vested at that time in accordance with the provisions of section 2.3.3.1 above, shall be automatically converted into Company shares and transferred to the Offeree or to the trustee (as applicable) who shall hold the Restricted Units for him according to the plan, without the need for any notice on his part (but subject to the execution of payment by him as stated in subsection (A) above).

(C) It is hereby clarified that any conversion of Restricted Units shall be carried out, among other things, subject to the provisions of the TASE Regulations and the directives thereunder and in accordance with the instructions of the trustee.

(D) Every Restricted Unit exercised, as stated above, shall entitle the Offeree to the right to receive (or for the trustee on his behalf) one ordinary share of the Company, subject to adjustments, as detailed in section 2.3.3.5 below.

(E) Notwithstanding the above, and subject to the TASE Regulations and directives, no exercise shall be performed on the record date (as the term is defined in the TASE Regulations) for the distribution of bonus shares, for an offer by way of rights, for dividend distribution, for share consolidation, for share split, or for capital reduction (each hereinafter referred to as: "Company Event"). Furthermore, it is hereby clarified that if the Ex-date of a Company Event falls before the record date of a Company Event, no exercise of the Restricted Units will be carried out on the said Ex-date.

Provisions that shall apply in the event of termination of office, employment or engagement

2.3.3.4.

(A) In the event of termination of the engagement with the Offeree for any reason, including dismissal or resignation, the Offeree shall be entitled to the Restricted Units for which the entitlement to exercise was consolidated at the date of termination of the engagement.

(B)

In the case of termination of employment due to health problems or in the case of death, God forbid, the Board of Directors shall be entitled to approve the acceleration of the balance of the Restricted Units that have not yet vested (non-vested) and transfer them to the Offeree or his heirs or the estate administrator of the Offeree, as applicable.

Adjustments that shall apply to the Restricted Units:

2.3.3.5.

In the event of one or more of the cases detailed below whose record date applies before the exercise day, the following detailed provisions shall apply regarding each and every case:

Should the Company distribute bonus shares to the ordinary shareholders in the Company, or in the case of a share split/consolidation, the Offeree's rights shall be preserved in the following manner: immediately after the record date for the distribution of bonus shares or for a share split/consolidation (hereinafter: "the Record Date"), the number of exercise shares shall increase/decrease, by adding or subtracting from the number of shares that the Offeree would have been entitled to had he exercised the RSU units by the last trading day before the Ex-date.
It is clarified that in the event of a dividend distribution or any other issuances (including issuances to interested parties, rights issuance, etc.) no adjustments shall be made.
In the event that the Company is a party to an agreement or an arrangement for share exchange (such as: a merger transaction or reorganization) (hereinafter: "the Exchange Transaction") in which the ordinary shareholders of the Company are offered to exchange these shares for securities of any other corporation, the Company shall act so that the same other corporation will undertake to allocate to the Offeree, if the Offeree's RSUs vest after the Exchange Transaction, the securities offered as stated to the ordinary shareholders of the Company, as if the Offeree were the owner of the exercise shares on the record date for the purpose of the said Exchange Transaction. In the case of such an Exchange Transaction, the Company is entitled to require the Offeree, regarding all the RSUs held by him or for him and not yet exercised, to receive RSUs exercisable into shares of the other corporation, instead of the Company's RSUs held by him, in accordance with the exchange ratio that will be determined for all the ordinary shareholders of the Company.
Regarding any transaction resulting in the Company becoming private – the plan manager as defined in the plan shall be authorized to determine the manner of handling the Restricted Share Units, including provisions concerning the acceleration of vesting dates and/or provisions regarding the replacement of the Restricted Share Units with an equity instrument of any other corporation.

Details of the consideration and the way it was determined:

2.3.4.

The private allocation to the Offeree is in accordance with the compensation policy brought for approval in this report, and constitutes a component of the total compensation to the Offeree; for details regarding the reasoning of the Compensation Committee and the Company's Board of Directors, see section 2.9 below. The Restricted Units will be allocated to the Offeree without consideration as part of his employment terms in the Company. The allocation of the exercise shares will be performed against a payment in the amount of 30 agorot per share.

The approvals required for the allocation of the Restricted Units and the date of their allocation

2.3.5.

The date of allocation of the Restricted Units shall be no later than July 6, 2026, subject to receiving the approvals for performing the allocation as detailed below, and as long as such approvals were not received before July 6, 2026, the allocation date shall be set as one business day after the date of receiving all said approvals ("the Allocation Date"): (a) approval of the general meeting summoned in this report; b) receiving TASE approval for the listing for trading of all shares resulting from the conversion of the Restricted Units. Shortly after the publication of this report, the Company will apply to the TASE as stated above. It is noted that the Company submitted an equity plan to the Tax Authority in December 2022 and the waiting period set in the Ordinance has passed.

Agreements regarding the purchase or sale of securities in the Company or regarding the voting rights therein:

2.3.6.

To the best of the Company's knowledge, and after checking with the Offeree, as of the publication date of this immediate report, no agreements exist, whether in writing or orally, between the Offeree and shareholders in the Company or between the Offeree and others, regarding the purchase or sale of the Company's securities or regarding voting rights in the Company, except for a shareholders' agreement (voting agreement) detailed in section 1.4 above.

2.3.7. Preventatives or restrictions in performing actions in the offered securities:

2.3.7.1. The conversion of the Restricted Units shall be carried out according to the plan and as stated in this report.
2.3.7.2. The Restricted Units are personal to the Offeree and cannot be sold, assigned, transferred, pledged, mortgaged, attached, or undergo any other disposition except according to a will or the Inheritance Law, 1965 and the regulations thereunder.
2.3.7.3. On the sale of shares resulting from the conversion of the Restricted Units, the restrictions set in the Securities Law, 1968 and the Securities Regulations (Details regarding sections 15a to 15c of the Law), 2000 shall apply.

2.3.8. The fair value of the allocated shares upon exercise: The total fair value of the Restricted Units offered to the Offeree as of the grant date (approval of the Company's Board of Directors from May 26, 2026) is approximately 427 thousand NIS according to a valuation from May 28, 2026, which was performed according to International Accounting Standard IFRS2 and according to accepted financial practice and was prepared based on the following assumptions: the share price on the TASE on the day preceding the Board's approval (30.09 NIS), the Company's dividend distribution forecast and grant terms. The average fair value per Restricted Unit is approximately 285.13 NIS. The fair value meets the conditions of the compensation policy brought for approval by the general meeting as detailed in section 6.5 of the compensation policy.

2.3.9. The issued share capital in the Company, the quantity and rate of holdings of the Offeree, of interested parties in the Company and the total holdings of the other shareholders in the issued and paid-up capital and in voting rights.

2.3.9.1. The issued and paid-up share capital of the Company as of the date of this immediate report is 13,903,837 ordinary shares of 0.01 NIS each and on a fully diluted basis 14,104,582 ordinary shares of 0.01 NIS each⁷.

2.3.9.2. Below are details regarding the issued share capital of the Company, the quantities and the rate of holdings of the Offeree, of interested parties, and the total holdings of the other shareholders in the Company, before the allocation of the Restricted Units to the Offeree, after the allocation of the Restricted Units to the Offeree (and assuming that the Offeree will exercise all the Restricted Units allocated to him and to be allocated to him according to this report), as well after the allocation of the Restricted Units to the Offeree and assuming full dilution:

	Before the Allocation			After allocation assuming conversion of the Offeree's Restricted Units		After the allocation assuming full dilution
Name	Quantity of securities	Type of security	% in Capital and Voting	Quantity	% in Capital and Voting	% in Capital and Voting
Avraham Fox (through Trico Fox)	3,086,485	Ord. 0.01	22.2	3,086,485	22.19	21.88
Yiftach Wizel	899,924	Ord. 0.01	6.47	899,924	6.47	6.38
Harel Wizel	899,924	Ord. 0.01	6.47	899,924	6.47	6.38
Harel Wizel	18,834	warrants		18,834	0.14	0.13

⁷ See note 6.

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Name	Before allocation			After allocation assuming conversion of the offeree's restricted units		After allocation assuming full dilution
	Quantity of securities	Type of security	Percentage of capital and voting	Quantity	Percentage of capital and voting	Percentage of capital and voting
Harel Wizel	50,403	Restricted Stock Units (RSU) according to this report		50,403	0.36	0.36
Michal Rivkind	12,952	OS 0.01 PV	0.09	12,952	0.09	0.09
Ishay Fox	4,892	OS 0.01 PV	0.04	4,892	0.04	0.03
Oded Shaul Fox	4,893	OS 0.01 PV	0.04	4,893	0.04	0.03
Assaf Wizel	903,692	OS 0.01 PV	6.5	903,692	6.5	6.4
	6,858	Restricted Stock Units (RSU)		6,858	0.05	0.05
		Restricted Stock Units (RSU) according to this report		1,500	0.01	0.01
Yarden Wizel	3,293	Restricted Stock Units (RSU)		3,293	0.03	0.03
	503	OS 0.01 PV	0.00	503	0.00	0.00

Holdings of other officers	69,175	OS 0.01 PV	0.5	69,175	0.5	0.49
Holdings of other officers	47,421	Restricted Stock Units (RSU)		47,421	0.34	0.34
Altshuler Shaham Mutual Funds Management Ltd.	65,777	OS 0.01 PV	0.47	65,777	0.47	0.47
Altshuler Shaham Provident and Pension Ltd.	836,548	OS 0.01 PV	6.02	836,548	6.01	5.93
Altshuler Shaham Yanshuf Hedge Ltd.	23,000	OS 0.01 PV	0.17	23,000	0.17	0.16
Migdal Insurance and Financial Holdings Ltd. - Profit Participating	1,035,518	OS 0.01 PV	7.45	1,035,518	7.44	7.34
Migdal Insurance and Financial Holdings Ltd. - Mutual Funds	222,144	OS 0.01 PV	1.6	222,144	1.6	1.57
Harel Insurance Investments and Services	887,675	OS 0.01 PV	6.38	887,675	6.38	6.29
			Before allocation	After allocation assuming conversion of the offeree's restricted units		After allocation assuming full dilution
---	---	---	---	---	---	---
Name	Quantity of securities	Type of security	Percentage in capital and voting	Quantity	Percentage in capital and voting	Percentage in capital and voting
and Financial Services Ltd.- Provident Funds
Harel Insurance Investments and Financial Services Ltd.- Nostro	81,484	OS 0.01	0.59	81,484	0.59	0.58
Harel Insurance Investments and Financial Services Ltd.- Mutual Fund Management	267,260	OS 0.01	1.92	267,260	1.92	1.89

			Before allocation	After allocation assuming conversion of the offeree's restricted units		After allocation assuming full dilution
Name	Quantity of securities	Type of security	Percentage in capital and voting	Quantity	Percentage in capital and voting	Percentage in capital and voting
Holdings of other shareholders	4,601,991	OS 0.01	33.14	4,601,991	33.14	33.14
Total	13,903,837		100	13,912,195	100	100

It should be noted that the holdings detailed above regarding Altshuler Shaham, Harel, and Migdal are as of March 31, 2026.

2.4. Controlling shareholders in the Company and/or officers who have, to the best of the Company's knowledge, a personal interest in updating the terms of tenure of Mr. Assaf Wizel and the nature of their personal interest

For details of the controlling shareholders in the Company see section 1.4 above. The personal interest of the controlling shareholders/officers in updating the terms of tenure of Mr. Assaf Wizel is as detailed below:

Messrs. Harel Wizel (Director and CEO of the company), Assaf Wizel, and Yiftach Wizel have a personal interest given Mr. Assaf Wizel is the beneficiary of the engagement and because he is a relative of Messrs. Harel Wizel and Yiftach Wizel. Regarding Yarden Wizel, there is a personal interest in the decision given her family proximity to Messrs. Harel Wizel, Yiftach Wizel, and Assaf Wizel and due to their personal interest as mentioned above.
Trico Fox, the controlling shareholder in the Company, has a personal interest given the voting agreement between the controlling shareholders.
Ishay Fox, serving as a director in the Company, has a personal interest given he is a relative of Mr. Avraham Fox and due to the voting agreement between the controlling shareholders.
Mr. Elad Vered, an officer in the Company, has a personal interest given he is the son-in-law of Mr. Avraham Fox and due to the aforementioned voting agreement and given he is subordinate to the Company's CEO, Mr. Harel Wizel.
Michal Rivkind, Oded Fox, and Ishay Fox (children of Mr. Avraham Fox) who hold Company shares in negligible rates, may have a personal interest in the decisions due to Trico Fox's personal interest as explained above.

2.5 Below are the details required regarding the proposed update to the employment terms of Mr. Assaf Wizel, in accordance with the Sixth Supplement to the Reports Regulations, where for illustrative purposes only regarding the determination of the relevant net profit tier for the annual bonus, the net profit for 2025 (approx. NIS 320 million) was taken into account:

Details of Remuneration Recipients				Remuneration* for Services (thousands of NIS)							Total annual (thousands of NIS)
Name	Role	Scope of Position	Rate of holding in corporate capital not fully diluted	Salary (**)	Bonus (***)	Share-based payment (***)	Management fees	Consulting fees	Commission	Other
Assaf Wizel (1)	CEO of Fox Network Israel and Canada	100%	6.50	1,593	955	818	-	-	-	-	3,366

() The amounts specified in the table are in terms of cost to the Company, on an annual basis.
() Also includes phone, car, severance, and vacation expenses. It should be noted that the salary cost in the table above takes into account the updated monthly salary over a full year.
() The maximum possible bonus at the given profit level, according to the provisions of the Compensation Policy.
(*) It should be noted that the figure in the table above reflects the annual expense in 2026 according to straight-line deployment, i.e., dividing the total expense over three years. The total fair value of the equity remuneration by virtue of the 2026-2028 Compensation Policy granted to Mr. Assaf Wizel is approximately NIS 2,028 thousand (average expense of approximately NIS 676 thousand per year) as well as the fair value of the equity remuneration for the proposed supplement in the amount of approximately NIS 427 thousand (average expense of approximately NIS 142 thousand per year).

2.6 The way in which the consideration was determined

2.6.1 The proposed update to the employment terms of Mr. Assaf Wizel was determined within the framework of the discussions of the Compensation Committee and the Company's Board of Directors. For details regarding the arguments of the Compensation Committee and the Company's Board of Directors, see section 2.9 below.

2.7 The approvals required for the approval of the update to the employment terms of Mr. Assaf Wizel

The proposed update to the employment terms of Mr. Assaf Wizel was approved by the Compensation Committee and the Company's Board of Directors and is subject to the approval of the General Meeting called in this report. In addition, the allocation of restricted units to Mr. Assaf Wizel is conditional upon receiving the Stock Exchange's approval for the listing for trading of the shares resulting from the conversion of the restricted units. The Company intends to act to submit the application to the Stock Exchange soon after the date of publication of this report.

2.8 Details of transactions of the same type as the proposed engagements or similar engagements

For details see Regulations 21 and 22 in Chapter D of the Company's Periodic report for 2025. In addition, see the 2025 meeting invitation report (as the term is defined above).

2.9 Arguments of the Compensation Committee and the Board for the approval of the proposed remuneration to the beneficiaries of the engagements

The decision to approve the proposed update to the employment terms of Mr. Assaf Wizel was made by the Compensation Committee and the Company's Board of Directors after an in-depth discussion against the background of the desire to adapt his employment terms to the significant increase in the scope of his role and areas of responsibility as detailed below. Below is a summary of the arguments of the Compensation Committee and the Company's Board of Directors:

A. Mr. Assaf Wizel, an employee in the Company since 2002 in various management positions, and for over 10 years has served as the CEO of the Fox Network Israel. Under the leadership of Mr. Assaf Wizel, the Fox brand first launched an online trade site in Israel during 2024 with great success. In addition, starting from the first quarter of 2026, the Company is working to expand its operations in the Fox brand in Canada, under the management and leadership of Mr. Wizel, and in this framework during May 2026, it opened 6 Fox brand stores in Canada for the first time. Also, starting from 2025, his areas of responsibility were expanded

of Mr. Assaf Wizel such that in addition to his role as CEO of the Fox Network in Israel and Canada, Mr. Wizel is responsible for the management of self-production, fashion design, collection adaptation, and improvement of gross profit in some of the Group's brands (American Eagle, Billabong, Children's Place, and Jumbo Greece).

B. The Compensation Committee and the Company's Board of Directors noted their great appreciation for Mr. Assaf Wizel's significant contribution to the success of the Fox network in Israel, its growth, and its impressive results over the years. The Fox network is the largest network in the Group, and the most complex relative to other networks, in the context of the quantity of items and models, operation of design departments, inventory planning, commercial departments, sales department, and operation of nearly 165 stores. Mr. Wizel led a series of business moves in the Fox network that contributed greatly to its success, including expanding retail spaces and launching collections in new areas. Also, the Compensation Committee and the Company's Board of Directors noted the significant increase in the scope of Mr. Wizel's role and areas of responsibility, given the complexity and challenges involved, and his high personal commitment to the success of the Group and to achieving its long-term goals. Furthermore, and beyond his role as CEO of the Fox network, the Compensation Committee and the Company's Board of Directors noted Mr. Wizel's great contribution in accompanying and mentoring managers in the Group for management reserve at all management levels, including operational managers in the Group, and his contribution to cross-company projects that have contributed and are expected to continue to contribute in the future to a significant improvement in the Company's results.

C. It was further noted that the remuneration terms proposed to Mr. Assaf Wizel are reasonable and proportional in relation to his contribution and high personal commitment to the Company's success, the scope and complexity of his role, and even in relation to other senior role holders in the Group. In addition, the total remuneration to Mr. Assaf Wizel, including taking into account the remuneration components, is in the acceptable range of comparison data examined by the Compensation Committee and the Company's Board of Directors in relation to role holders with similar complexity in the Company and in other companies.

D. The update to Mr. Wizel's monthly salary meets the provisions of section 6.2.1 of the Compensation Policy, which allows for a monthly salary update of a manager in a cumulative total of up to NIS 15,000 during the Compensation Policy period, where in relation to a controlling shareholder/relative, the approval of the General Meeting by a special majority will be required. In addition, the proposed equity remuneration meets the terms of section 6.5.4C of the Compensation Policy both regarding the annual benefit value and the total equity remuneration cap during the Compensation Policy period. Furthermore, the proposed update to Mr. Wizel's employment terms meets the conditions of section 6.3.11 of the Compensation Policy according to which the ratio between the variable component and the total remuneration shall not exceed 65%.

E. The members of the Compensation Committee and the Company's Board of Directors confirmed that the proposed employment terms of Mr. Assaf Wizel do not include a "distribution" component, as defined in the Companies Law, given the determination of the Compensation Committee and the Company's Board of Directors that his employment terms are reasonable and serve the Company's best interests, and that there is no concern that his employment terms will prevent the Company from meeting its existing and expected liabilities when their maturity date arrives.

2.10. Identity of the directors who participated in the Compensation Committee and Board meetings for the approval of the decisions

Compensation Committee - In the Compensation Committee meetings on May 24, 2026, the Compensation Committee members participated at the time the decision was made: Messrs. Yuval Bronstein (External Director and Chairman of the Committee), Tamir Dagan (External Director), and Naama Kaufman Pass (Independent Director). There were no opponents to the approval of the decision and the decision was accepted unanimously.

Board of Directors - In the Board of Directors meeting dated May 26, 2026, the directors Messrs. Harel Wizel and Ishay Fox did not participate in the decision-making stage due to their personal interest as detailed above, and the decision was accepted by the other members of the Board of Directors - Messrs. Yodfat Harel Buchris (Chairwoman), Yuval Bronstein (External Director), Tamir Dagan (External Director), and Naama Kaufman Pass (Independent Director).

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3. Convening of Meeting:

The general meeting of the shareholders of the company will convene on Monday, July 6, 2026, at 10:00 AM at the offices of the Fox Group at 6 Hermon St., Airport City.

4. The Required Majority at the Meeting

The required majority for the approval of the decisions on the agenda is as follows:

4.1. The majority required for the adoption of the decisions detailed in Sections 1.2 (re-appointment of the auditing accountant firm) and 1.3 (re-appointment of directors who are not external directors), is an ordinary majority of the total votes of the shareholders present at the meeting who are entitled to vote and have voted, without taking into account abstaining votes.

4.2. The majority required for the adoption of the decision in Section 1.4 (extension of Mr. Yuval Bronstein's term for a third term), is the majority required under Section 239(b) of the Companies Law as follows: a majority of the votes of the shareholders present and participating in the vote, themselves or through their proxies, provided that one of the following is met: (a) the majority of the votes at the 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 appointment, except for a personal interest that does not result from ties with the controlling shareholder, participating in the vote; in the count of the total votes of the said shareholders, abstaining votes 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 opposing votes among the shareholders mentioned in sub-paragraph (a) did not exceed a rate of two percent of the total voting rights in the company.

4.3. The majority required for the approval of the update to the 2026 Compensation Policy provisions as stated in Section 1.5 above; is the majority required under Section 267A(b) of the Companies Law as follows: a majority of the votes of the shareholders present and participating in the vote, themselves or through their proxies, provided that one of the following is met:

(a) The majority of the votes at 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 decision, participating in the vote; in the count of the total votes of the said shareholders, abstaining votes 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 opposing votes among the shareholders mentioned in sub-paragraph (a) did not exceed a rate of two percent of the total voting rights in the company.

(c) It should be noted that notwithstanding the provisions of subsections (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.

4.4. The majority required for the approval of the update to the terms of office and employment of Mr. Assaf Wizel, including the allocation of the restricted units, is a majority of the votes of the shareholders present and participating in the vote, themselves or through their proxies, provided that one of the following is met:

(a) The majority of the votes at 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 the total votes of the said shareholders, abstaining votes shall not be taken into account;

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

The Record Date

In accordance with Section 182(c) of the Companies Law and in accordance with the Companies Regulations (Written Voting and Position Statements), 5765-2005 (hereinafter: the "Voting Regulations"), any person who holds shares of the company at the end of the trading day of Monday, June 8, 2026, will be entitled to participate in the meeting and vote in it personally or by proxy subject to proving their ownership of the shares in accordance with the provisions of the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 5760-2000.

The appointment letter of a proxy and power of attorney or a copy certified by an attorney shall be deposited at the registered office of the company no less than forty-eight (48) hours before the time set for the meeting or the adjourned meeting.

6. Quorum

The discussions of the general meeting shall not open unless a quorum is present within half an hour of the time set for its opening. A quorum shall be formed when there are present at the meeting, themselves or by proxy, at least two (2) shareholders holding together at least one-third (1/3) of the voting rights in the company (hereinafter: "Quorum"). If after half an hour from the time set for the meeting no quorum is found, the meeting will be adjourned for a week to Monday, July 13, 2026, at the same time and place (hereinafter: "Adjourned Meeting"). If at the adjourned meeting, a quorum is not present within half an hour of the set time, those present shall constitute a quorum.

7. Voting Ballot and Position Statements

a. In voting on the subjects detailed in this summons above, a shareholder may vote at the general meeting by means of a voting ballot attached to this summons report. The text of the voting ballot and position statements, if any, as defined in Section 88 of the Companies Law, can be found on the distribution site of the Securities Authority: www.magna.isa.gov.il and on the website of the Tel Aviv Stock Exchange Ltd.: http://maya.tase.co.il (hereinafter: the "Distribution Site").

b. Voting will be done on the second part of the voting ballot as published on the distribution site. The deadline for submitting the voting ballot is up to 4 hours before the convening of the meeting.

c. A shareholder may contact the company directly and receive from it, free of charge, the text of the voting ballot and position statements or, with their consent, a link to the text of the voting ballot on the distribution site.

d. An exchange member shall send by email, free of charge, a link to the text of the voting ballot and position statements on the distribution site to every shareholder who is not registered in the register of shareholders and whose shares are registered with that exchange member, unless the shareholder notified the exchange member that they are not interested in this, provided that the notice regarding this is given in advance for a specific securities account, prior to the record date.

e. A shareholder whose shares are registered with an exchange member is entitled to receive proof of ownership from the exchange member through which they hold their shares, for the purpose of voting at the meeting, at a branch of the exchange member or by mail to their address for shipping fees only, if they so requested. A request regarding this shall be given in advance for a specific securities account.

f. One or more shareholders holding on the record date shares at a rate constituting five percent or more of the total voting rights in the company, as well as anyone who holds such a rate of the total voting rights not held by the controlling shareholder of the company as defined in Section 268 of the Companies Law, is entitled to review the voting ballots after the convening of the meeting. The amount of shares constituting 5% of the total voting rights in the company (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.

The deadline for submitting position statements to the company by a shareholder is up to ten days before the date of the meeting. The deadline for submitting the board of directors' response to the position statements is no later than five days before the date of the meeting.

the meeting.

h. A shareholder may, up to twenty-four hours before the time of convening the meeting, 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 ballot and proof of ownership, or cancel their vote; if they have done so, the shareholder shall be entitled to vote only during the meeting.

i. An exchange member shall send by email, free of charge, a link to the text of the position statements on the distribution site to every unregistered shareholder holding shares through them, no later than the end of the business day following the day of its publication on the distribution site or after the record date, whichever is later, unless the shareholder notified that they are not interested in receiving a link or that they are interested in receiving voting ballots by mail for the payment of shipping fees only.

j. The company will send to the shareholders registered in the register of shareholders a text of every position statement, no later than the end of the business day following its receipt; a position statement including the board of directors' response will be sent to such shareholders on the day of its submission to the Securities Authority and the Exchange.

8. Voting via the Electronic System

a. A shareholder according to Section 177(1) of the Law ("Unregistered Shareholder") will be entitled to indicate their vote and transfer it to the company through the electronic voting system. The deadline for submitting the voting ballot through the electronic voting system is up to 6 hours before the time of convening the meeting.

b. An exchange member shall send no later than five days after the record date, by email, free of charge, a link to the text of the voting ballot in the electronic voting system to every unregistered shareholder holding securities through them, unless the shareholder notified the exchange member that they are not interested in receiving such a link.

c. An exchange member will enter into the electronic voting system a list containing the details required under Section 44YA(a)(3) of the Securities Law regarding each of the unregistered shareholders holding securities through them on the record date (hereinafter: "The List of Those Eligible to Vote in the System"); however, an exchange member will not include in the list of those eligible to vote in the system a shareholder who submitted to them by 12:00 PM of the record date a notice that they are not interested in being included in the list of those eligible to vote in the system.

d. An exchange member will transfer, as close as possible after receiving confirmation from the voting system of the receipt of the list of those eligible to vote in the system, to each of the shareholders mentioned in the list of those eligible to vote in the system and who receive notices from the exchange member via electronic means or through communication systems linked to the exchange member's computer, the details required for the purpose of voting in the system.

9. Stating a Shareholder's Affiliation

A shareholder participating in the vote on decisions 1.4-1.6 on the agenda will mark in the second part of the voting ballot, in the designated place and according to relevance, whether they are a controlling shareholder in the company and the existence or absence of a personal interest in connection with the said decision, as required by the provisions of the Companies Law, and will describe the nature of the personal interest, if any. The vote of anyone who did not mark as stated or did not describe the nature of the personal interest will not be counted. It is clarified that the vote of anyone who did not mark as stated or did not describe the nature of the personal interest or another such characteristic will not be counted.

10. Last date for including a subject on the agenda by a shareholder

The deadline for submitting a request by a shareholder according to Section 66(b) of the Companies Law to include a subject on the meeting's agenda is seven days after the summoning of the meeting. It should be noted that if a request is submitted, there may be changes

in the meeting's agenda, including adding a subject to the agenda or adding a position statement, and the updated agenda and position statement can be reviewed in the company's reports on the distribution site.

11. Securities Authority Authority

Within 21 days from the date of filing this immediate report, the Securities Authority or an employee it has authorized (hereinafter: the "Authority") may instruct the company to provide, within a set time, an explanation, detail, information, and documents regarding the transactions proposed in this report, and also instruct the company to amend this immediate report in the manner and at the time it sets. If an instruction for amendment was given, the Authority may instruct to postpone the date of the meeting to a date that will occur not before three business days and no later than thirty-five days from the date of publication of the amendment to the immediate report.

12. Company Representative for Handling this Immediate Report

Adv. Aya Ben David Ashbel, Deputy CEO and Legal Counsel of the company, 6 Hermon St., Airport City, Ben Gurion Airport. Phone: 03-9050100; Fax: 03-9050200.

13. Review of Documents

The shareholders of the company are entitled to review, upon their request and subject to the provisions of the law, this report and the documents concerning this immediate report, at the company's offices, on Sundays-Thursdays during customary working hours, by prior arrangement with the company's representative as stated above, up until the day of the meeting.

Fox - Wizel Ltd.

The immediate report was signed by Ms. Yodfat Harel Buchris, Chairman of the Board of Directors, and Shahar Rania, Deputy CEO and CFO of the company.

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Appendix A - Declarations of Candidates for Tenure as Directors in the Company

Director Qualification Declaration

Pursuant to Sections 224-224a of the Companies Law, 5759-1999 (hereinafter: the "Companies Law") intended for reappointment as a director in Wizel Ltd. (hereinafter: the "Company").

Appointment Date: The date of approval by the General Meeting.

Candidate Name: Harel Wizel.

ID No.: 022314702

Date of Birth: 1.5.1966

Nationality: Israeli

Address for Service of Process: 6 HaHermon, Airport City, Fox Building.

Declarations:

I hereby confirm my consent to serve as a director in the Company.
I hereby declare that I meet the qualification requirements set forth in the Companies Law and regulations to serve as a director in the Company, including a declaration that:
I am not a minor, legally incompetent, and have not been declared bankrupt.
I possess the necessary qualifications and the ability to devote the appropriate time for the performance of my duties as a director in the Company, taking into account, among other things, the special needs of the Company and its size.
Below are details regarding my qualifications (including my education and professional experience) to serve as a director in the Company:

A. Education: High School

B. Main Occupations in the Last Five Years (including tenure as a director): Director and CEO of Wizel Ltd.; Active Chairman of the Board of Retailers Ltd.; Active Chairman of the Board of Terminal X Online Ltd.; Laline Candles and Soaps Ltd.; Laline International Ltd.; F.W.S. Retail Ltd.; A.H. Fashion Production and Marketing 3020 Ltd.; Yanga Ltd.; Billi House Ltd.; Wizel Real Estate A.Y.H. Ltd.; Fox_Wizel China Ltd.; U.F.I Retail Ltd.; Shila Direct Marketing to the Mother's Home Ltd.; Wizel Holdings A.Y.H. Ltd.; May Wizel Ltd.; Jumbo Retail Greece Ltd.; Sunglass Israel Ltd.; Minene Ltd.; Wizel Yarom Sela Investments Ltd.; Ready To Eat Ltd.; Itay Brands Ltd.; Itay Brands Eilat Ltd., Fox Tech General Partner Ltd.; Fox Group Canada Inc; Terminal X Single Member SA; Retailers Finland oy; Netherlands B.V; RTL Australia PTY Ltd.; Retailers Sports Inc.

My other roles or occupations will not create a conflict of interest with my role as a director and will not impair my ability to serve as a director.
I have not been convicted of the offenses detailed below, and if I have been convicted in the past by a judgment of the offenses detailed below, the court determined, at the time of conviction or thereafter at my request, that despite my conviction for the offenses detailed below, and taking into account, among other things, the circumstances in which the offense was committed, I am not prevented from serving as a director in a public company or that five years have passed since the date of the judgment in which I was convicted or a shorter period during which I am prevented from serving as a director in a public company as determined by the court: offenses under Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428, of the Penal Law, 5737-1977, and under Sections 52c, 52d, 53(a), 54 of the Securities Law, 5728-1968 (hereinafter: the "Securities Law") or any other offense determined by the Minister of Justice pursuant to Section 226(c) of the

Companies Law. Conviction in a court outside Israel for bribery, fraud, managerial and corporate offenses, or insider trading offenses.

I have not been convicted of an offense not listed in Section 7 above, which a court has determined that due to its nature, severity, or circumstances, I am not fit to serve as a director in a public company and if I have been convicted in the past by such a judgment, five years have passed since the date of the judgment or a shorter period determined by the court during which I am not fit to serve as a director in a public company.
No enforcement measure has been imposed on me by the Administrative Enforcement Committee prohibiting me from serving as a director in any public company and/or in the Company and if such enforcement measures were imposed on me, the period determined by the Administrative Enforcement Committee in its aforementioned decision has passed. For this matter: "enforcement measure" - an enforcement measure as stated in Section 52nu of the Securities Law, imposed under Chapter H4 of the Securities Law, under Chapter J2 of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 5755-1995 or under Chapter J1 of the Joint Investment Trust Law, 5754-1994, as applicable. "Administrative Enforcement Committee" - the committee appointed under Section 52lb(a) of the Securities Law.
If any of the conditions required by the Companies Law for my tenure as a director in the Company cease to be met or if there is a cause for the termination of my tenure as a director in the Company, including due to conviction in a final judgment for an offense as stated in Section 7 above and/or due to a decision of the Administrative Enforcement Committee, as defined above - I will notify the Company immediately and my tenure shall expire at the time the notice is given. I am aware that according to Section 234 of the Companies Law, a breach of such notification obligation will be considered a breach of my fiduciary duty to the Company.
In light of my professional experience and qualifications based on the details above, I possess professional competence, in accordance with the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Competence, 5766 - 2005 (hereinafter: "Companies Regulations").
After reading carefully and understanding all the above, I hereby declare that all the above is true and that the identifying details are accurate and complete and were written by me and that I am aware that the provisions of the Companies Law cited above are not an exhaustive and final list and that my full duties and rights under the law are known to me.
I am aware that the Company will rely on what is stated in this declaration of mine and that this declaration will be kept at the Company's offices and will be open for inspection by any person, as well as reported by the Company, to the extent required.

Date ___

Signature ___

Date: ___

Fox-Wizel Ltd. (hereinafter: the "Company")

External Director Declaration

Pursuant to the provisions of Section 241(a) of the Companies Law, 5759-1999 (hereinafter: the "Law"), I hereby submit this affidavit.

Everything stated below in the masculine singular also applies to the feminine.

I, the undersigned, Yuval Bronstein, holder of Israeli ID number 024297996, of 88 Yosef St., Modi'in, declare after being warned that I must tell the truth and that I will be subject to the penalties prescribed by law if I do not do so, as follows:

I meet all the conditions required for my appointment as an external director in the Company, including the conditions set forth in Section 240 of the Law, including the conditions detailed below.
I am a resident of Israel.
I have not served as a director in the Company for more than nine consecutive years.
I am willing and qualified to serve as an external director of the Company and no legal restriction is imposed on me to do so, including according to the provisions of Sections 224a-227 of the Law, Chapter G1 of the Execution Law, 5727-1967, Section 42 of the Bankruptcy Ordinance [New Version], 5740-1980, all regarding qualification for appointment as a director, restriction on appointment of a minor, legally incompetent person, restriction on appointment due to conviction or bankruptcy.
I am aware of the provisions of the Law regarding the tenure of an external director including, the duration of tenure, its termination, participation in Company committees, etc., and that my declaration will be kept at the Company's registered office for inspection by any person.
I have the full necessary qualifications and the ability to devote the appropriate time for the performance of the role of a director in the Company, taking into account, among other things, the special needs of the Company and its size. The qualifications I possess for serving as a director in the Company and my professional experience are as detailed below and according to the curriculum vitae as submitted to the Company:

My Education:

7. Degree	Field	Name of Academic Institution
B. A	Economics and Accounting	The Hebrew University of Jerusalem
M. A	Business Administration	The Hebrew University of Jerusalem

Certified Public Accountant (accountant).

My Main Occupations in the Last Five Years:

Chairman of the investment committee at a fund of Point Faro Investments Ltd., consultant to various entities in the real estate field, Chairman of the Fattal Group, member of an advisory committee at War hedge fund.

Companies in Which I Serve as a Director:

Gav-Yam, Generation Capital, Fattal Group, investment committee in institutional entities from the Harel group, Chairman of the Board (partner) in a joint activity with the Fattal Hotels group, Chairman of the Board of Eco City, director in Point Faro Investments Ltd.

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I have not been convicted by a final judgment of an offense as stated in offenses under sections 290 to 297, 392, 415, 418 to 420, and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a), and 54 of the Securities Law, 5728-1968 (hereinafter: "Securities Law"); conviction in a court outside of Israel for offenses of bribery, fraud, corporate management offenses, or offenses of using inside information; conviction for any other offense for which a court has determined that by its nature, severity, or circumstances, I am not fit to serve as a director in a public company; the Administrative Enforcement Committee as defined by law has not imposed upon me enforcement measures as stated in section 52NZ of the Securities Law imposed under Chapter H'4 of the Securities Law, under Chapter G'2 of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 5755-1995, or under Chapter J'1 of the Joint Investment Trust Law, 5754-1994, as applicable.

.8 I am not a minor and/or legally incompetent and have not been declared bankrupt.

.9 I am aware of the notification duties applicable to me by virtue of sections 227A and 245A of the Law and I undertake to act according to them.

.10 I am not a relative of a controlling shareholder and I and/or my relative and/or my partner and/or my employer and/or anyone to whom I am subordinate, directly or indirectly, or an entity that I or anyone to whom I am subordinate, directly or indirectly, or an entity in which I am the controlling shareholder, do not have, at the time of appointment or in the two years preceding the time of appointment, a connection to the Company, to the controlling shareholder of the Company, or to a relative of a controlling shareholder, at the time of appointment, or to another entity.

For this purpose, "Connection" - the existence of labor relations, the existence of business or professional ties in general or control, as well as serving as an officer, except for serving as a director for a period not exceeding three months during which the Company first offered shares to the public. "Other Entity" - an entity in which the controlling shareholder at the time of appointment or in the two years preceding the time of appointment is the Company or its controlling shareholder. "Relative" - spouse, brother or sister, parent, grandparent, descendant, and the descendant, brother, sister or parent of the spouse or the spouse of any of these.

.11 I and/or my relative and/or my partner and/or anyone to whom I am subordinate, directly or indirectly, or an entity in which I am the controlling shareholder, do not have business or professional ties with the Company, with the controlling shareholder in the Company, or with a relative of the controlling shareholder, at the time of appointment, or with another entity, even if such ties are not in general, except for negligible ties, and I have not received, in addition to the remuneration to which I am entitled and reimbursement of expenses, in accordance with the Companies Regulations (Rules Regarding Remuneration and Expenses for an External Director), 5760-2000, any consideration, directly or indirectly, due to my tenure in the Company.

The Audit Committee of the Company has confirmed, based on facts presented to it and based on this declaration of mine, that it is doubtful whether the circumstances constituting my alleged concern of connection are circumstances that constitute a "connection" as defined in section 240(b) of the Companies Law, and in any case, as a precaution, confirmed on the basis of the facts received by it that said ties are negligible and therefore do not constitute a connection, in accordance with the Companies Regulations (Matters that do not constitute a connection), 5767-2006. The summary of the Audit Committee's decision as stated is detailed in the summoning report for the general meeting.

.12 My other roles or occupations do not create and are not likely to create a conflict of interest with my role as an external director in the Company, and do not impair my ability to serve as an external director in the Company.

.13 In any other company in which I currently serve as a director, no person serving as a director in the Company serves as an external/independent director.

I am not a member of the Securities Authority or its employee and/or a member of the board of directors of a stock exchange in Israel or its employee.

.15

I possess accounting and financial expertise, in accordance with the Companies Regulations (Conditions and Criteria for a Director with Accounting and Financial Expertise and for a Director with Professional Competence, 5765-2005 (hereinafter: "Companies Regulations")).

According to the Companies Regulations, a director with accounting and financial expertise is someone who, due to their education, experience, and skills, has high proficiency and understanding in business-accounting matters and financial reports in a way that allows them to deeply understand the Company's financial reports and stimulate discussion regarding the manner in which the financial data is presented.

.16 I am a director with professional competence, in accordance with the Companies Regulations.

According to the Companies Regulations, a director with professional competence is someone who meets one of the following conditions:

(a) Holds an academic degree in one of the following subjects: economics, business administration, accounting, law, public administration;

(b) Holds another academic degree or has completed other higher education studies, all in the Company's main area of business or in a field relevant to the position;

(c) Has at least five years of experience in one of the following, or has a cumulative experience of at least five years in two or more of the following: in a senior position in the business management field of an entity with a significant scope of business / in a senior public office or in a senior position in the public service / in a senior position in the main areas of the Company's business.

.17 I undertake to meet all the legal requirements expected of a director in general and an external director in particular, and that I will fulfill my role in the best possible way and for the benefit of the Company. In the event that a concern arises, which is within my knowledge and/or brought to my attention, according to which I would cease to fulfill one of the conditions and/or declarations above or that a concern exists that I have breached the fiduciary duty to the Company (as defined in section 254 of the Law), I will immediately notify the Chairman of the Company's Board of Directors.

.18 I am aware that according to the law, I will not be able to serve as an officer in the Company, be employed as an employee in it, or provide it with professional services for consideration, whether directly or indirectly, including through a corporation under my control, unless two years have passed from the end of my tenure as an external director in the Company.

.19 I am aware that this declaration of mine will be used by the Company to examine whether I am fit to serve as an external director in the Company, and specifically whether I meet the conditions and criteria under the Companies Regulations, as defined above, and the Companies Regulations (Matters that do not constitute a connection), 5767-2006.

.20 I hereby declare that all the details provided by me are true and accurate, and that I have not omitted any detail that was requested of me.

.21 The amount of remuneration that will be paid to me, subject to appointment as an external director, has been brought to my attention.

I undertake to notify the Company immediately in the event that any of the conditions detailed above and/or a condition required according to the provisions of the Law as updated from time to time and/or the regulations under the Companies Law for my tenure as an external director ceases to be met, and my tenure as an external director shall expire on the date the notification is given.

Name

I.D.

Date

Signature

Director Competence Declaration

In accordance with sections 224-227A of the Companies Law, 5759-1999 (hereinafter: "the Companies Law") intended for reappointment as a director in FOX-WIZEL LTD (hereinafter: "the Company").

Date of Appointment: The date of approval by the General Meeting.

Name of Candidate: Yodfat Harel Buchris.

Identification No.: 029340288

Date of Birth: 11.5.1972

Nationality: Israeli and Dutch

Address for Service of Legal Documents: 122 Lamerhav, Ramat HaSharon

Declarations:

a. I hereby confirm my consent to serve as a director of the Company.
b. I hereby declare that I meet the competence requirements set forth in the Companies Law and regulations to serve as a director of the Company, and specifically I declare that:

I am not a minor, legally incompetent, and have not been declared bankrupt.
I possess the necessary skills and the ability to dedicate the appropriate time for the performance of my duties as a director of the Company, taking into account, among other things, the special needs of the Company and its size.
Below are details regarding my qualifications (including my education and professional experience) to serve as a director of the Company:

3.1 Academic Education:

Degree	Field	Name of Academic Institution
B. A	Social Sciences – Government, Communication and Management	Bar Ilan University
M. A	Business Administration	University of Bradford
B. A	Business Administration	University of Oxford
M. A	Business Administration	University of Oxford
B. A	Business Administration	University of Oxford

Other education and professional certificates: Seminar in Business Administration - Mergers and Acquisitions - Capital Raising in Japan, Israel Export Institute; Directors' Course in Practice, Israel Management Center; Basic Mediation Course, Gome Center; Business and Internal Organizational Mediation Course, Gome Center; Advanced Management Course, Harvard University (within the Maoz Program).

3.2 Primary Occupations in the Last Five Years (Including Directorships):

Years	Position	Place of Work
June 2024 – Present	Active Chairperson of the Board	FOX-WIZEL LTD
September 2018 – Present	Consultant and Director	Portfolio companies of the investment fund Blumberg Capital (Israel) Ltd
2016 – February 2025	Director	Israel Discount Bank Ltd
2013 – Present	Partner, Director, and Owner	YP&6 Partners Ltd
Years	Position	Place of Work
---	---	---
January 2020 to November 2022	Director	Castro Model Ltd
February 2014 to August 2022	Public Representative of Employers	National Labor Court
July 2013 to February 2022	Member of the Management Committee	Maoz Association
2023 - Present	Member of the Management Committee	The Century Initiative Association
December 2023 to Present	Member of the Management Committee	Ashur for Children Association
April 2021 to December 2025	Director	Yeda Research and Development Company Ltd
April 2021 – Present	Member of the Management Board	Tzeivoni Fund

Memberships in boards of directors of the investment fund Blumberg Capital (Israel) Ltd - Cyber Theater IL Ltd (since 24/5/23); Credence Ltd (22.7.2022-28.10.2025), Namogoo Technologies Ltd (from 16/5/2019- 24.2.2026), Cyber Hunters Ltd (since 22/9/2019), Nueva Labs Ltd (from 28/11/2019- 11.2.2026); Da Tre U Ltd (since 19/12/2019), Mirror Security Ltd (since 16/5/2022), Tagedo Ltd (12.6.2022-24.11.2025), Automize Ltd (February 2019-January 2024); Scryes Ltd (November 2022-October 2024); Imagen AI (since May 2022); Arion Security Ltd (since 19/5/2024), Amal Umever (since 19.2.26).

My other roles or occupations do not create a conflict of interest with my role as a director and will not impair my role as a director.

I have not been convicted of the offenses detailed below, and if I have been convicted in the past by a judgment of the offenses detailed below, the court has determined, at the time of conviction or thereafter at my request, that despite my conviction for the offenses detailed below, and taking into account among other things the circumstances in which the offense was committed, I am not prevented from serving as a director in a public company or five years have passed since the date the judgment in which I was convicted was given or a shorter period during which I am prevented from serving as a director in a public company according to the court's determination: offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52, 52D, 53(a), 54 of the Securities Law, 5728-1968 (hereinafter: "Securities Law") or any other offense determined by the Minister of Justice by virtue of section 226(c) of the Companies Law. Conviction in a court outside of Israel for bribery, fraud, corporate management offenses, or offenses of using inside information.

I have not been convicted of an offense not listed in section 4 above, which a court has determined that by its nature, severity, or circumstances I am not fit to serve as a director in a public company, and if I have been convicted in the past by such a judgment, five years have passed since the date the judgment was given or a shorter period determined by the court during which I am not fit to serve as a director in a public company.

No enforcement measure has been imposed upon me by the Administrative Enforcement Committee prohibiting me from serving as a director in any public company and/or in the Company, and if such enforcement measures were imposed upon me, the period determined by the Administrative Enforcement Committee in its said decision has passed. In this matter: "enforcement measure" - enforcement measure as stated in section 52NV of the Securities Law, imposed under Chapter H'4 of the Securities Law, under Chapter G'2 of the Regulation of Investment Advice and Investment Portfolio Management Law, 5755-1995 or under Chapter J'1 of the Law.

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Joint Investment in Trust Law, 5754-1994, as applicable. "Administrative Enforcement Committee" - the committee appointed under section 52KB(a) of the Securities Law.

If any of the conditions required under the Companies Law for my tenure as a director of the company cease to be met, or if a ground for the termination of my tenure as a director of the company arises, including due to conviction in a final judgment for an offense as stated in Section 4(a) or 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above - I will immediately notify the company, and my tenure will expire on the date the notice is given. I am aware that according to Section 234 of the Companies Law, a breach of such notification duty will be considered a breach of my fiduciary duty to the company.
In light of my education, professional experience, and skills, and based on the details above, I possess accounting and financial expertise and professional qualification, in accordance with the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Qualification), 5766 - 2005 (hereinafter: "Companies Regulations").
After reading carefully and understanding all the above, I hereby declare that everything stated above is the absolute truth and that the identifying details are accurate and complete and were written by me, and that I am aware that the provisions of the Companies Law cited above are not an exhaustive and final list and that my full duties and rights under the law are known to me.
I am aware that the company will rely on the content of this declaration of mine and that this declaration of mine will be kept at the company's offices and will be open for inspection by any person, and will also be reported by the company as required.

Name: Yodfat Harel Buchris

Signature

Date

Declaration of Director Fitness

In accordance with sections 224-227A of the Companies Law, 5759-1999 (hereinafter: "Companies Law") intended for tenure at Fox-Wizel Ltd (hereinafter: "the Company").

Appointment Date: Date of approval by the General Meeting.

Candidate Name: Ishai Fox.

ID No.: 040785750

Date of Birth: 8.12.1980

Nationality: Israel

Address for service of legal documents: 4 Ya'ara, Ramat Gan

Declarations:

A. I hereby confirm my agreement to serve as a director of the Company.

B. I hereby declare that I meet the fitness requirements stipulated in the Companies Law and regulations to serve as a director of the Company, and specifically, I declare that:

I am not a minor, legally incompetent, and I have not been declared bankrupt.
I possess the necessary skills and the ability to dedicate the appropriate time to perform my duties as a director of the company, taking into account, among other things, the special needs of the company and its size.
Following are details regarding my skills (including my education and professional experience) to serve as a director of the company :

3.1 Academic Education :

Degree	Field	Name of Academic Institution
B. A	Environmental and Geography Studies	Hebrew University, Jerusalem
M. A	Technology Management	Hebrew University, Jerusalem

3.2 Principal occupations in the last five years (including tenure as a director): Investment Manager at Trico Fox Ltd and A. Fox Investments Ltd. Director in the following companies : Price (GSK) Mortgage and Financial Management Ltd, Fox-Wizel Ltd, Everest Reality Investments, Asset Argis Management S.L.

My other roles or occupations will not create a conflict of interest with my role as a director and will not impair my performance to serve as a director.
I have not been convicted of the offenses listed below, and if I was convicted in the past by a judgment of the offenses listed below, the court determined, at the time of conviction or thereafter at my request, that despite my conviction for the offenses listed below, and considering, among other things, the circumstances in which the offense was committed, I am not prevented from serving as a director in a public company or five years have passed since the date of the judgment in which I was convicted or a shorter period during which I am prevented from serving as a director in a public company as determined by the court: offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428, of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a), 54 of the Securities Law, 5728-1968. (hereinafter: "Securities Law") or any other offense determined by the Minister of Justice under section 226(c) of the Companies Law.

Conviction in a court outside Israel for bribery, fraud, managerial and corporate offenses, or insider information offenses.

I have not been convicted of an offense not listed in Section 5 above, which a court determined that due to its nature, severity, or circumstances, I am not fit to serve as a director in a public company, and if I was previously convicted in such a judgment, five years have passed since the date of the judgment or a shorter period determined by the court during which I am unfit to serve as a director in a public company.

No enforcement measure was imposed on me by the Administrative Enforcement Committee prohibiting me from serving as a director in any public company and/or in the company, and if such enforcement measures were imposed on me, the period determined by the Administrative Enforcement Committee in its said decision has passed. For this purpose: "enforcement measure" - an enforcement measure as stated in Section 52NV of the Securities Law, imposed under Chapter H'4 of the Securities Law, under Chapter G'2 of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 5755-1995, or under Chapter J'1 of the Joint Investment in Trust Law, 5754-1994, as applicable. "Administrative Enforcement Committee" - the committee appointed under section 52KB(a) of the Securities Law.

If any of the conditions required under the Companies Law for my tenure as a director of the company cease to be met, or if a ground for the termination of my tenure as a director of the company arises, including due to conviction in a final judgment for an offense as stated in Section 5 above and/or due to a decision of the Administrative Enforcement Committee, as defined above - I will immediately notify the company, and my tenure will expire on the date the notice is given. I am aware that according to Section 234 of the Companies Law, a breach of such notification duty will be considered a breach of my fiduciary duty to the company.
In light of my professional experience and skills based on the details above, I possess professional qualification, in accordance with the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Qualification, 5766 - 2005 (hereinafter: "Companies Regulations")).
After reading carefully and understanding all the above, I hereby declare that everything stated above is the absolute truth and that the identifying details are accurate and complete and were written by me, and that I am aware that the provisions of the Companies Law cited above are not an exhaustive and final list and that my full duties and rights under the law are known to me.
I am aware that the company will rely on the content of this declaration of mine and that this declaration of mine will be kept at the company's offices and will be open for inspection by any person, and will also be reported by the company as required.

Signature: ____
Date: ____

To: ____
Date: ____

Fox-Wizel Ltd (hereinafter: "the Company")

Re: Declaration of a candidate for tenure as an independent director

In accordance with the provisions of sections 224B and 249B of the Companies Law, 5759-1999 (hereinafter: "the Law"), in accordance with the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Qualification), 5766-2005 ("the Regulations"), and in accordance with the Companies Regulations (Provisions and Conditions regarding the Financial Statement Approval Process), 5770-2010 ("Financial Statement Regulations"), I the undersigned, Naama Kaufman Pass, holder of ID number 034552208, of 18 Burla, Jerusalem, hereby declare that I meet all the conditions required for my appointment as an independent director of Fox-Wizel Ltd (hereinafter: "the Company") as specified in my declaration below:

Any reference to the masculine gender shall also apply to the feminine.

I am making this affidavit in connection with my appointment as an independent director of the company.
I possess all the necessary skills and the ability to dedicate the appropriate time for performing the role of an independent director in the company, taking into account, among other things, the special needs of the company and its size, as required by the provisions of the Companies Law. My education, skills, and professional experience past and present grant me the professional qualifications to perform my role as a director in the company, inter alia, as detailed below:

2.1. Academic Education :

Degree	Field	Name of Academic Institution
LL.B	Law	Bar Ilan University
M. B.A	Business Administration (Finance)	Bar Ilan University
LL.M	Law	Bar Ilan University

2.2. Principal occupations in the last five years (including tenure as a director):

Years	Role	Workplace
10/2025 - Present	CEO of the University	Hebrew University of Jerusalem
2023 - 2025	CEO of subsidiaries and member of the Group management team	IDE Technologies Group
2021 - 2023	CEO	Ministry of Agriculture and Rural Development
2016 - 2021	Deputy and Acting CEO	Ministry of Economy and Industry
2023 - 10/2025	Director	Harmoniz Ltd
2024 - Present	Director	Gold Bond Ltd

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Years	Position	Workplace
2024 – Today	Director	Salt Edge Ltd.
2017 – 2020	Director	Ashra Foreign Trade Risks Insurance Company Ltd.

I possess accounting and financial expertise, in accordance with the provisions of the Regulations, based on my education and professional experience detailed above.
I possess professional qualification, in accordance with the provisions of the Regulations, based on my education and professional experience detailed above.
In light of my education, experience, past and present employment, and my skills, and based on the details above:

a. I possess the capability to read and understand financial reports.

I hereby declare that I meet the conditions for my classification as an independent director (as the term is defined in the Companies Law):

6.1. I am not a relative of the controlling shareholder of the Company.

6.2. Neither I, my relative, my partner, my employer, anyone to whom I am directly or indirectly subordinate, or a corporation in which I am a controlling shareholder, have, at the time of appointment or in the two years prior to the time of appointment, an affiliation to the Company, to the controlling shareholder of the Company or to a relative of the controlling shareholder of the Company, at the time of appointment, or to another corporation.

Regarding the declaration under this section:

"Affiliation" - existence of employment relations, existence of business or professional ties, generally or control, as well as serving as an officer, except for serving as a director appointed to serve as an external director in a company that is about to first offer shares to the public.

"Another corporation" - a corporation whose controlling shareholder, at the time of appointment or in the two years prior to the time of appointment, is the Company or the controlling shareholder thereof.

6.3. My other roles or occupations do not create and are not likely to create a conflict of interest with my role as an independent director and do not impair my ability to serve as an independent director in the Company.

6.4. I do not serve as a director in another company where one of the board members of that company serves as an external director in the Company.

6.5. I am not an employee of the Securities Authority or of a stock exchange in Israel.

6.6. Neither I, my relative, my partner, my employer, anyone to whom I am directly or indirectly subordinate, or a corporation in which I am a controlling shareholder, have business or professional ties with anyone to whom affiliation is prohibited as stated in Section 4.2 above, even if such ties are not general, except for negligible ties, and I have not received consideration in violation of the provisions of Section 224(b) of the Companies Law.

6.7. I do not serve as a director in the Company.

I am not subject to any legal restriction to serve as an independent director in the Company, including under the provisions of Sections 224a-227 of the Law, Chapter G1 of the Execution Law, 1967, Section 42 of the Bankruptcy Ordinance [New

Version], 1980, and all regarding eligibility for appointment as a director, restriction on appointment of a minor, legally incompetent person, restriction on appointment due to conviction or bankruptcy.

In the five years preceding the date of this declaration, I have not been convicted by a judgment of offenses under Sections 290 to 297, 392, 415, 418 to 420, and 422 to 428 of the Penal Law, 1977, and under Sections 52c, 52d, 53(a) and 54 of the Securities Law, 1968 (hereinafter: "Securities Law"); conviction in a court outside of Israel for offenses of bribery, fraud, corporate management offenses or offenses of insider trading; conviction of another offense where the court determined that by its nature, severity, or circumstances, I am not fit to serve as a director in a public company.
The Administrative Enforcement Committee as defined in the Law has not imposed on me enforcement measures as stated in Section 52nu of the Securities Law imposed under Chapter H'4 of the Securities Law, under Chapter G'2 of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 1995, or under Chapter J'1 of the Joint Investment Trust Law, 1994, as the case may be.
I am not a minor and/or legally incompetent and have not been declared bankrupt. No order for commencement of proceedings under the Insolvency and Economic Rehabilitation Law, 2018 has been issued regarding me.
The amount of remuneration to be paid to me as an independent director, subject to my appointment as aforesaid, has been brought to my attention.
I undertake to meet all the legal requirements expected of a director in general and an independent director in particular, and that I will fulfill my role in the best way possible and for the benefit of the Company.
I am aware that this declaration will be used by the Company to examine whether I am fit to serve as an independent director in the Company (including on committees where my classification as an independent director is a condition for my membership).
I hereby declare that all the details provided by me are correct and accurate, and that I have not omitted any detail and have not refrained from attaching any document that could affect my tenure as an independent director and my classification as such.
I am aware that this declaration will be kept at the Company's registered office and will be open for inspection by any person, and will also be reported by the Company, as required and in accordance with the provisions of any law.

I undertake to notify the Company immediately in the event that any of the conditions specified above and/or any condition required for my tenure as an independent director in the Company according to the provisions of the Law and/or the Regulations, as updated from time to time, ceases to be met, and my tenure as an independent director shall expire at the time the notice is given.

Naama Kaufman-Pass

034552208

Name

ID No.

Date

Signature

Appendix A

Fox Wizel Ltd. ("The Company")

Re: Criteria for examining a director as possessing accounting and financial expertise and/or professional qualification

In accordance with the Companies Regulations (Conditions and Tests for a Director with Accounting and Financial Expertise and for a Director with Professional Qualification), 2005 ("Expertise and Qualification Regulations"), the Company's Board of Directors is required to evaluate whether you are a director "possessing accounting and financial expertise" and/or "possessing professional qualification".

In accordance with the provisions of the Expertise and Qualification Regulations, a director shall be considered "possessing accounting and financial expertise" if "due to his education, experience and skills he possesses high skill and understanding in business-accounting issues and financial reports that allow him to understand the Company's financial reports in depth and to raise a discussion regarding the manner in which the financial data is presented".

In the aggregate of considerations for evaluating accounting and financial skill, the director's education, experience and knowledge in the following subjects shall be brought, among others:

(1) Accounting issues and accounting control issues typical of the industry in which the Company operates and for companies of the size and complexity of the Company;
(2) The roles of the external auditor and the duties imposed on him;
(3) Preparation of financial reports and their approval according to the Companies Law, 1999 and the Securities Law, 1968.

It is further stipulated in the Expertise and Qualification Regulations that a director shall be considered "possessing professional qualification" if one of the following is met regarding him:

(1) He holds an academic degree in one of these subjects: Economics, Business Administration, Accounting, Law, Public Administration;
(2) He holds another academic degree or he has completed other higher education studies, all in the field of the Company's primary business or in a field relevant to the position;
(3) He has at least five years of experience in one of the following, or he has cumulative experience of five years in two or more of these:

a. In a senior position in the field of business management of a corporation with a significant business scope;
b. In a senior public office or in a senior position in the public service;
c. In a senior position in the field of the Company's primary businesses.

In light of the above, please complete Section 2 of your declaration according to your education, experience and skills in the relevant subjects, and attach documents and certificates supporting this declaration.

Name: Naama Kaufman-Pass

Date:

Signature:

Appendix B - Remuneration Policy 2026-2028

In redline version and in clean version

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Appendix B - Compensation Policy 2026-2028

In version with marked changes and in clean version

Fox - Wizel Ltd. ("the Company")

Compensation Policy 2026-2028

1. General

The purpose of this document is to define and detail the Company's policy regarding the compensation of the Company's officers, in accordance with the requirements of the Companies Law.

This compensation policy includes details regarding compensation components that the officers may be entitled to (all or part of them) by virtue of employment agreements and/or management services agreements. It should be emphasized that this policy does not grant rights to officers in the Company, and there will be no vested right to an officer in the Company, by virtue of the mere adoption of this compensation policy, to receive any of the compensation components specified in the compensation policy. The compensation components to which the officer will be entitled will be only those that are specifically approved for him by the competent organs in the Company and subject to the provisions of any law.

In the event that an officer receives compensation that is less than the compensation according to this policy, it shall not be considered a deviation or an exception from this compensation policy, and his employment conditions as stated shall not require the approval of the general meeting required in the case of approval of terms of tenure and employment in deviation from the compensation policy.

The policy is phrased in the masculine gender for convenience purposes only and is intended for both women and men alike.

In accordance with Amendment No. 20, 5772-2012 to the Companies Law, 5759-1999 (hereinafter: "Amendment 20" and "the Companies Law", respectively) and subject to its provisions, this compensation policy for the years 2026-2028 was approved, which includes several updates and changes in relation to the 2023-2025 compensation policy¹, in order to adapt the compensation policy to the significant expansion in the scope of the Company's activities in Israel and abroad, the increase in the number of managers in the Company, and given the complexity and variety of challenges facing the Company, and with the aim of challenging and stimulating the Company's managers to continue to lead the Company to new achievements and to meet its long-term goals and objectives (hereinafter: "Compensation Policy 2026").

The policy refers to officers in the Company² including officers who are a "controlling shareholder" or his "relative" as these terms are defined in the Companies Law, as they will be from time to time during the policy period. The officers in the Company shall be referred to hereinafter as: "the Managers".

The policy includes principles and parameters on the basis of which the Company will determine the compensation for the Managers serving and/or employed and who will serve and/or be employed in the Company from time to time.

It is clarified that Compensation Plan 2026 replaces and comes in place of any other compensation plan for managers previously adopted by the Company.

The 2023 Compensation Policy was approved by the general meeting of the Company's shareholders on December 22, 2022 regarding the years 2023-2025 and was last updated at a general meeting of shareholders on April 4, 2023.

"Officer" - as defined in the Companies Law 5759-1999, including a general manager, chief executive officer, deputy general manager, vice general manager, any person fulfilling such a role in the company even if their title is different, as well as a director, or a manager reporting directly to the general manager. And it will be clarified: as of the date of the report, the officers also include controlling shareholders and relatives of a controlling shareholder as follows: Mr. Harel Wizel, the Company's CEO and a controlling shareholder therein, Mr. Assaf Wizel, the CEO of the Fox chain and one of the controlling shareholders in the Company, and Mr. Elad Vered, Senior Deputy CEO in the field of procurement and logistics and a relative of a controlling shareholder.

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Despite the aforesaid, it is clarified that Restricted Share Units (RSU) and warrants allocated to managers (including the Company's CEO) within the framework of a previous compensation policy will continue to be in effect in accordance with their terms.

2. Validity of Compensation Policy 2026

Compensation Policy 2026 will be in effect starting January 1, 2026, subject to its approval by the Company's general meeting of shareholders and will end at the conclusion of three years from that date, unless the Compensation Committee recommends keeping it in effect beyond the said period and subject to the provisions of the law³.

3. The Policy Objectives and Considerations that Guided the Company in Determining the Policy

3.1. The Company's Objectives and its Policy from a Long-Term Perspective

Increasing its profitability and maintaining its financial strength, among other things by improving the group's competitiveness, through acquisitions and/or development of additional activities, if and to the extent they are found suitable, in Israel and abroad, strengthening the loyalty of the Company's customers and expanding the Company's sources of income through optimization of the shopping experience for customers, the customer club and the Dream Card VIP credit card, strengthening the Company's position in the online field, including through the multi-brand online commerce site Terminal X, and promoting innovation and technological solutions in the group's businesses.
Expansion, automation and concentration of logistics infrastructure to allow continued increase and growth of activities while improving cost efficiency.
Maintaining the group's status as a leading fashion group operating leading brand chains.
Expansion in the Company's international activity in brands with potential for success in international markets.
Implementing advanced marketing strategies, improving and streamlining procurement, logistics and distribution processes, and improving terms of engagement in lease agreements.
Developing the Company's brands and companies held by it according to the strategic plan.
Maximizing the Company's profits while considering the risk policy and the relevant risk factors of the group, but without encouraging short-term profits at the expense of future investments and multi-year processes.

3.2. Incentivizing the Managers

The structure and composition of Compensation Policy 2026 will allow, on one hand, the recruitment of senior and high-quality managers and, on the other hand, will prevent the migration of professional and high-quality managers who contribute to the group to other companies and will retain them in the group over time.
Providing motivation and stimulating the managers to increase their commitment to the Company, among other things, in the way they choose to implement the Company's policy and long-term strategy while being willing to expose the Company to calculated risks but at the same time avoiding taking unreasonable risks.

From a long-term perspective, Compensation Policy 2026 is aimed at increasing the manager's contribution to maximizing the Company's profits according to his role.
Providing an annual bonus to managers and an equity compensation component creates a proper balance between fixed salary components (monthly salary and ancillaries) and variable components (annual bonus and equity component).
Payment of the annual bonus in two phases will encourage managers to continue working in the Company over time and assist

In accordance with Section 267a(b) of the Companies Law, 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 approval of the compensation policy despite the opposition of the general meeting is in the Company's best interest.

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in achieving the Company's goals, work plan and its policy.

An equity component, including one contingent on meeting profit targets over time, and also contingent on managers remaining in the Company as a condition for the full vesting of the equity compensation, thereby serving as an incentive for managers to maximize the results of its activity in the long term and to remain in the Company.
The compensation granted to a manager will be directly affected by the Company's business results and his contribution to achieving them. In conclusion, in the opinion of the members of the Compensation Committee and the Board of Directors, the structure of the compensation package, as expressed in this policy, is balanced and appropriately promotes the Company's goals and objectives and is reasonable in relation to the Company's capabilities, its financial situation and its obligations.

4. Components of Compensation Policy 2026

The compensation policy regulates the terms of tenure and employment⁴ of the Managers as detailed below:

4.1. Fixed Compensation - In accordance with the compensation policy, the Managers will be entitled to fixed salary components such as base salary (salary or management fees⁵) and to benefits and ancillary conditions. For more details, see Section 6.2 below.
4.2. Equity Compensation - Share-based compensation. For more details, see Section 6.5 below.
4.3. Annual Bonus - An annual bonus for managers as specified in Section 6.3 below.

5. Manner of Approving the Compensation Policy

5.1. The Company's Board of Directors appointed a Compensation Committee whose members include Messrs. Yuval Bronstein (External Director and Chairman of the Committee), Tamir Dagan (External Director) and Naama Kaufman Pass (Independent Director).

The roles of the Compensation Committee, after discussing and formulating its conclusions, are to convey its recommendations for the compensation policy to the Board of Directors, to examine and recommend once every three years whether to extend the validity of the compensation policy or update it, and to decide whether to approve transactions regarding terms of tenure and employment of officers requiring the Committee's approval.

5.2.

As stated above, the policy was discussed in the Compensation Committee, which brought its recommendations for the approval of the Board of Directors which examined and discussed the policy and the Compensation Committee's recommendations regarding the policy. After the Company's Board of Directors discussed and weighed the Compensation Committee's recommendations, the Company's Board of Directors approved the policy.

5.3. In accordance with the provisions of the Companies Law, the compensation policy is brought for the approval of the general meeting of the Company's shareholders by a 'special majority' as stated in Section 267a(b) of the Companies Law.

5.4. The policy refers to Managers, who include, among others, also the controlling shareholders and their relatives, who are employed and who will be employed in the Company from time to time. Determination and/or change in the employment conditions of controlling shareholders or their relatives will be approved as required by law.

5.5. Without derogating from the generality of the above, the Compensation Committee will examine, from time to time, the need to perform adjustments or changes in the policy, also during the three years in which the policy is valid, and they will be approved, as much as required, as stated in Sections 5.1 to 5.3 above.

6. The Compensation Policy

"Terms of tenure and employment" - including the granting of exemption, insurance, undertaking to indemnify or indemnification according to an indemnification permit, retirement grant, and any other benefit, payment or undertaking for payment as stated, given due to tenure or employment.
The ancillary conditions for officers in the Company employed as service providers will be embodied in the management fees except for reimbursement of expenses within the framework of the role and as is customary in the Company; determining or changing the format of engagement with an officer as an employee or as a service provider shall be without change in the cost of employment to the Company. Regarding an officer providing services, the ceiling will be calculated plus VAT.

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6.1 General

The compensation policy consists of the following components: fixed compensation, annual bonus, one-time bonus and an equity component. The Compensation Committee and the Board of Directors believe that this composition of Compensation Policy 2026, which gives significant weight to the variable component (annual bonus and equity component) compared to the fixed compensation, reflects the weighting of components according to the Company's strategy and objectives.

6.2 Fixed Compensation

6.2.1 The base salary (salary or management fees) given to new Managers within the framework of negotiations for their recruitment for a position in the Company will be determined by the designated direct supervisor, subject to the provisions of this compensation policy and any law.

The base salary of each Manager will be determined in accordance with his education, skills, expertise, professional experience, achievements, contribution to the Company, areas of responsibility and previous salary agreements signed with him.

The Manager's supervisor will be able to determine the base salary within a range that will be defined and approved for this purpose in advance according to the provisions established in this policy below. Determining the base salary within the aforementioned range will reflect the designated Manager's skills, his education, expertise and professional experience and the degree of his suitability for the requirements of the role the Manager is intended to fill. It is clarified that in any case, the salary of new officers or a change in the salary of serving officers will be approved by the Compensation Committee and the Board of Directors. It will further be clarified that the base salary of management members who are not officers will be approved by the direct manager, and not by the Compensation Committee and/or the Board of Directors but will be based as much as possible on the parameters established in this compensation policy.

During the period of Compensation Policy 2026, the Company's management will examine the need to update the base salary of the Manager (except for the Company's CEO and managers who are a controlling shareholder or his relative for whom approval of the Meeting by special majority will be required in any case) by a cumulative total of up to 15,000 NIS, during the period of Compensation Policy 2026, in order to allow the update of the base salary relative to the reference group. The Company management's recommendations will be brought for the approval of the Compensation Committee and the Board of Directors. It is clarified that there is nothing in the update of the base salary as stated to prejudice the right of a Manager to receive indexing to the index according to an employment agreement and/or cost-of-living allowance by virtue of extension orders and according to any law.

The base salary component reflects on one hand the employee's skills as stated above (education, experience gained, expertise, etc.) and on the other hand the requirements of the role and the areas of responsibility and authority he bears.

In addition, the Company pays the Manager's ancillary components to the base salary (such as pension, education fund, severance pay provisions, vacation days, sick leave, convalescence, vehicle maintenance, vehicle value attribution, mobile phone, etc.). For details regarding the maximum ancillary components according to Compensation Policy 2026, see Section 6.2.5 below. In addition, Managers may also be entitled to reimbursement of expenses within the framework of their role, cost of participation in living expenses abroad within the framework of their role, and other similar expenses. The ancillary conditions are as customary in the Company at the date of approval of the compensation policy and may be examined and updated from time to time by the Company's Compensation Committee. The ancillary conditions for officers employed as independent contractors and not as employees will be embodied in the management fees, except for reimbursement of expenses incurred within the framework of their role in the Company.

6.2.2 The ratio between the monthly salary paid to Managers and the monthly salary paid to the rest of the Company's employees

Below will be presented the ratio between the cost of salary of the Manager groups to the average and median salary of the rest of the Company's employees (other than the Managers) assuming no bonus is distributed and without considering the equity component, presented below:

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Role	Annual salary cost (excluding bonus and equity component)	Ratio to the average salary cost of other company employees adjusted for full-time position	Ratio to the median salary cost of other company employees adjusted for full-time position
Chairman of the Board	0.72	5.32	6.55
Group CEO	3.90	28.81	35.49
Senior Executive VP of the Group^{6}	1.67	12.33	15.19
Company VP (Profit Manager)^{7}	1.43	10.61	13.07
Other Managers^{8}	1.12	8.22	10.13

The Compensation Committee and the Board of Directors examined the ratio between the salary cost of the managers group and the average and median salary of the rest of the company's employees (excluding subsidiaries) based on salary cost regulations for full-time terms. In the estimation of the members of the Compensation Committee and the Board, the salary gaps between the managers, including the Group CEO, and the average and median salary of the rest of the company's employees, are appropriate and do not adversely affect labor relations in the company. The reasons for this are rooted in the structure of the company, which employs over 4,000 employees in Israel, a significant portion of them in non-veteran salesperson positions in stores managed by a relatively small headquarters.

6.2.3. Comparative Review (Benchmark)

6.2.4. As part of the formulation of this 2026 Compensation Policy, the members of the Compensation Committee and the Company's Board of Directors were assisted by a comparative review of the compensation ceilings for the five manager groups (fixed salary and variable salary) relative to the compensation components of managers of a similar management scale in other public companies that meet most of the following characteristics:

Public retail companies with similar activity or public companies similar to the company, as much as possible, in one or more of the criteria: similar market value, equity, profit/loss, before/after taxes, total revenue. The benchmark comparison is with respect to each salary component, including the monthly salary, relative to similar companies.
When approving a manager's compensation, the members of the Compensation Committee and the Company's Board of Directors may use, if necessary, a review of comparative data (Benchmark) regarding the terms of office of managers in similar roles in other public companies as much as possible or managers in similar ranks in companies held by the company. The sample may include, as much as possible, a comparison group of at least 4 comparison companies operating in the company's fields of activity, as much as possible, or with a similar scale of activity to that of the company and/or similar market value and/or similar profit/loss to that of the company.

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The benchmark will be examined relative to each component separately and relative to all components as a whole and in comparison to similar companies as mentioned above.

6.2.5. Concentration of maximum monthly base salary data and related benefits

Chairman of the Board (Active) - entitled to fixed compensation by virtue of his role as Chairman in a part-time position, in a total salary cost scope not exceeding 60 thousand NIS per month, plus VAT. The Chairman of the Board is not entitled to accompanying benefits and conditions or additional compensation, except for the right to be included in the insurance policy for the liability of directors and officers and a letter of exemption and indemnification (see section 6.7 below), and reimbursement of expenses. For details see sections 6.2.2. above, 6.7, and 6.8 below. The said amount is linked to the increase in the Consumer Price Index compared to the index for October 2025.

Fox Group CEO - entitled to a monthly salary by virtue of his role in a full-time position in an amount not exceeding 215,145 NIS per month (in gross salary terms). The said amount is linked to the increase in the Consumer Price Index compared to the index for October 2025. In addition, the CEO will be entitled to accompanying benefits as detailed in the table below.

It should be noted that in addition, the CEO is entitled to a monthly addition in the amount of 55,000 NIS (not linked), which will be paid to him plus VAT against a lawful tax invoice or alternatively within the framework of his salary in the company for a salary component without social contributions, provided that the subsidiary, Retailors Ltd., pays this amount (for the CEO's services as active Chairman of Retailors Ltd.) directly to the Company and not to the Company's CEO ("the Addition regarding Retailors").

Senior Executive VP of the Group - a manager in the role of Senior Executive VP to the CEO is entitled to a monthly salary in accordance with the employment agreement by virtue of his role in a full-time position, not exceeding 115 thousand NIS per month (in gross salary terms) and in addition will be entitled to accompanying benefits to the monthly salary as detailed in the table below. The said amount is linked to the increase in the Consumer Price Index compared to the index for October 2025.

All other managers – The manager is entitled to a monthly salary in accordance with the employment agreement by virtue of his role in a full-time position, not exceeding 100 thousand NIS per month (in gross salary terms) and in addition will be entitled to accompanying benefits to the monthly salary as detailed in the table below. The said amount is linked to the increase in the Consumer Price Index compared to the index for October 2025.

Accompanying Terms	Chairman of the Board	Fox Group CEO	All other managers
Company car cost	---	Up to a value of 550 thousand NIS, linked to the September 2011 index published on the 15th	Up to 300 thousand NIS, linked to the June 2013 index
Accompanying Terms	Chairman of the Board	Fox Group CEO	All other managers
---	---	---	---
		in October 20119.	published on 15.7.201310.
Car value gross-up	---	No	According to the employment agreement
Gross salary linkage	---	Linked to the increase in the Consumer Price Index	Linked to the increase in the Consumer Price Index according to the employment agreement
Mobile phone	---	Yes
Vacation days	---	33	18-33
Pension savings (Managers Insurance/Pension, Severance contributions, Loss of earning capacity insurance)	---	Yes
Study fund	---	Yes - up to the ceiling	According to the employment agreement
Notice period11	---	180 days	30-180 days
Adjustment grant12		Up to 6 months

6.3. Annual Grant

6.3.1.

The annual grant is determined as a derivative of the company's annual net profit¹³ each year. The annual grant will not constitute part of the grant recipients' fixed salary, including for the purpose of accumulating accompanying rights, pension and/or retirement.

6.3.2. The grant will be derived from measurable profit targets derived from the company's annual work plan determined by the authorized organs in the company at the beginning of each year. The company will be entitled to determine that a non-material part of the compensation, the amount of which shall not exceed three monthly salaries per year, will be granted based on non-measurable criteria, considering the contribution of an officer who is not a controlling shareholder or his relative.

6.3.3. The annual grant will be awarded to five groups:

6.3.3.1. Group CEO.

6.3.3.2. Senior Executive VP of the Group.

9 As of November 2025, the car cost stands at 673,155 NIS.

10 As of November 2025, the car cost stands at 367,175 NIS.

11 See also section 6.6.1 below.

12 See also section 6.6.2 below.

13 "Annual Net Profit" - the Company's annual net profit, after tax, in accordance with the Company's last audited consolidated financial reports and after awarding the annual grant, neutralizing extraordinary accounting actions, one-time capital gains/losses, and one-time actions not in the regular course of business, income/expenses resulting from revaluation of holdings in corporations, provisions for onerous assets, and impairment of goodwill.

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6.3.3.3. VP (Profit Manager).

6.3.3.4. Other officers who are not a "controlling shareholder" or "his relative"

6.3.3.5. Managers who are a "controlling shareholder" or "his relative" (who are not included in the groups above)

The annual grant distribution policy is as detailed below:

6.3.4. Annual net profit of less than NIS 220 million - no annual grant will be distributed (hereinafter: "the Minimum Threshold for Grant")¹⁴.

6.3.5. The annual grant will be determined according to annual net profit brackets as follows: annual net profit of 220-280 million NIS

The annual grant for the Group CEO will stand at 1% of the annual net profit, the annual grant for a manager in the role of Senior Executive VP to the Group CEO will stand at 0.45% of the annual net profit (but no more than 8 salaries in gross terms), the annual grant for the VP (Profit Manager) will stand at 0.35% of the annual net profit (but no more than 8 salaries in gross terms), the annual grant for a manager included in the group of other managers who are officers (who are not a "controlling shareholder" or "his relative") will stand at up to 8 salaries (in gross salary terms), and the annual grant for a manager included in the group of managers who are a "controlling shareholder" or "his relative" will stand at 8 salaries (in gross salary terms). The grant rate cap in this net profit bracket for "all company management": managers as defined in this compensation policy (see section 1 above) and other managers who are not officers and are not included in this compensation policy¹⁵ is 8.50%.

6.3.6. Annual net profit of 280-350 million NIS - The annual grant for the Group CEO will stand at 1.15% of the annual net profit, the annual grant for the Senior Executive VP to the Group CEO will stand at 0.45% of the annual net profit (but no more than 10 salaries in gross terms), the annual grant for the VP (Profit Manager) will stand at 0.35% of the annual net profit (but no more than 10 salaries in gross terms), and the annual grant for a manager included in the group of other managers who are officers (who are not a "controlling shareholder" or "his relative") will stand at up to 10 salaries (in gross salary terms), and the annual grant for a manager included in the group of managers who are a "controlling shareholder" or "his relative" will stand at 10 salaries (in gross salary terms). The grant rate cap in this net profit bracket for all company management (as the term is defined above) is 8.50%.

6.3.7. Annual net profit of 350-425 million NIS - The annual grant for the Group CEO will stand at 1.25% of the annual net profit, the annual grant for the Senior Executive VP to the Group CEO will stand at 0.40% of the annual net profit (but no more than 11 salaries in gross terms), the annual grant for the VP (Profit Manager) will stand at 0.30% of the annual net profit (but no more than 11 salaries in gross terms), and the annual grant for a manager included in the group of managers who are officers (who are not a "controlling shareholder" or "his relative") will stand at up to 11 salaries (in gross salary terms), and the annual grant for a manager included in the group of managers who are a "controlling shareholder" or "his relative" will stand at 11 salaries (in gross salary terms). The grant rate cap in this net profit bracket for all company management (as the term is defined above) is 7.60%.

6.3.8. Annual net profit exceeding 425 million NIS - The annual grant for the Group CEO will stand at 1.50% of the annual net profit, the annual grant for the Senior Executive VP to the Group CEO will stand at 0.4% of the annual net profit

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Net (but no more than 12 salaries in gross terms), the annual bonus for the Deputy CEO (Profit Manager) will be 0.30% of the annual net profit (but no more than 12 salaries in gross terms), and the annual bonus for a manager included in the group of other managers who are officers (who are not a "controlling shareholder" or "his relatives") will be up to 12 salaries (in gross salary terms), and the annual bonus for a manager included in the group of managers who are a "controlling shareholder" or "his relatives" will be 12 salaries (in gross salary terms). The bonus rate ceiling in this net profit bracket for the entire company management (as defined above) is 7.60%.

6.3.9. The Compensation Committee and the Board of Directors shall be entitled to reduce the bonus amounts for managers or any of them, by any rate (including up to not granting any bonus) at their full discretion and for reasons that shall be recorded. It should be noted that regarding managers who are a controlling shareholder and their relatives (including the Company CEO), the Compensation Committee and the Board of Directors shall be entitled to reduce the bonus amounts by any rate, taking into account, among other things, the meeting of targets set at the beginning of each year and for reasons that shall be detailed within the framework of the company's annual report for the year in respect of which it was decided to reduce the bonus. To the extent that the total bonus ceiling is lower than the actual compensation, the compensation for all group managers shall be reduced pro rata.

6.3.10. In any case, the annual bonus for a manager (except for the Group CEO) shall not exceed a total of 12 monthly salaries (in gross salary terms).

6.3.11. The maximum ratio between the variable component (the annual bonus and the equity component) to the total compensation regarding the Company CEO is 85%, regarding a manager who is a Senior Deputy CEO is 70% and regarding the other managers is 65%.

6.3.12. The total compensation (Fixed salary¹⁶, bonus and equity compensation, without special equity compensation as defined below) for the Group CEO for his role as Company CEO (including accounting expenses for equity compensation granted to him by the company prior to this policy) shall not exceed 9.8 million NIS, where the said amount is linked to the increase in the Consumer Price Index compared to the index for October 2025 (hereinafter: "Total Compensation Ceiling for the Group CEO"). The annual benefit of the equity compensation for the purpose of the said compensation ceiling will be defined according to accounting spread. To the extent that the actual compensation (without the special equity compensation component) exceeds the Total Compensation Ceiling for the Group CEO (as defined above), the compensation shall first be reduced through the bonus component and then the equity component as required. Furthermore, subject to receiving the required approvals by law, the company intends to grant the Company CEO special equity compensation (as defined below) above the Total Compensation Ceiling for the Company CEO. The ratio between the variable component (bonus and equity compensation, including special equity compensation as defined below) and the total compensation of the Group CEO shall not exceed 85%.

6.3.13. The annual bonus shall be brought for approval by the Compensation Committee and the Board of Directors after the approval of the company's annual financial statements for the year for which the annual bonus is paid. It is clarified that regarding the calculation of a bonus which is calculated according to a number of monthly salaries as stated above, the salary for the month of December in the year for which the annual bonus is paid shall be taken into account. A part of 75% of the annual bonus amount (hereinafter: "the First Part") shall be paid to managers, to the extent paid, on the salary payment date adjacent to the publication date of the annual financial statements, the remaining 25% of the bonus shall be paid to managers 12 months after the distribution date of the first part of the bonus, on the salary payment date adjacent to the end of this period and on condition that in that calendar year (which is the year subsequent to the year for which the annual bonus is paid) the company's activity did not yield a loss.

¹⁶ It is clarified that the fixed salary is without the supplement regarding Retailors (as defined above).

6.3.14. Where it is found that amounts were paid to a manager, one or more, based on data that turned out to be erroneous and were restated in the financial statements for a period of 12 consecutive quarters after the approval of the bonus, the manager shall return to the company those amounts that were overpaid to him for the same criterion that entitled him to the payment of the said amounts and which was corrected in the financial statements retroactively.

6.3.15. An annual bonus, in whole or in part, shall be given to a manager who worked in the company at least six (6) months prior to the end of a calendar year for which the bonus was paid, unless the manager resigned or was dismissed due to circumstances that deny the right to receive severance pay. In addition, the said bonus and/or part of it shall be paid only to someone who worked in the company on the bonus payment day. Notwithstanding the above, the Company's Board of Directors, upon the recommendation of the Compensation Committee and the Company CEO, shall be entitled to approve a bonus for a manager even if he left the company before the bonus payment date.

6.3.16. Notwithstanding the above, if the net profit is less than 220 million NIS, the Compensation Committee shall have the authority to decide on a distribution, to the entire company management as defined in sub-section 6.3.5 above, in a total amount of up to 5% of the annual net profit according to its discretion. In such a case, the bonus for each manager shall not exceed 4 monthly salaries (in gross terms). It is clarified that regarding a controlling shareholder and relatives (including the Company CEO), granting a bonus according to this section shall be subject to all required approvals by law.

6.3.17. It is clarified that an annual bonus granted, to the extent granted, to a manager (except for the Group CEO) including to controlling shareholders and/or their relatives, shall not exceed a rate of 20% of the total (aggregate) distribution of the annual bonus.

6.3.18. The Company's Board of Directors, by a majority of directors who are not among the controlling shareholders or their relatives and do not have a personal interest, shall be responsible for examining and approving the Compensation Committee's recommendations for granting the annual bonus. The Board of Directors may reduce the annual bonus rates specified above and also reduce the amounts approved by the Compensation Committee.

6.3.19. The decision of the Compensation Committee and the Company's Board of Directors regarding the reduction of compensation according to this policy, and/or for a controlling shareholder and/or his relative, shall be, to the extent it exists, for reasons that shall be detailed.

6.4. One-time bonus

The company shall be entitled to grant, subject to receiving the required approvals by law, a one-time bonus to managers (except for the CEO and other managers who are a controlling shareholder and/or his relatives) in a total amount not exceeding 1.5 million NIS per year, and no more than 4 monthly salaries per manager per year (i.e., up to a total amount of 4.5 million NIS cumulatively for the entire compensation policy period), due to a unique contribution and/or significant efforts and/or special and extraordinary achievements for the company in which the manager was dominant in achieving them and/or the occurrence of a material and extraordinary business event which promotes the company's best interest and its strategic plan, including as detailed below:

Entering into significant new brand agreements;
Entering new geographies;
Acquisition and sale of activities and/or assets;
Capital raising/prospectuses;
Bringing investors into the group;

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Promoting efficiency processes and cost savings;
Development, expansion, and automation of logistics infrastructure for the purpose of expanding the company's operations while improving cost efficiency.

For the removal of doubt, a bonus according to this sub-section can be given to a manager, in addition to and regardless of his eligibility for an annual bonus in accordance with section 6.3 above, and the provisions of section 6.3 above regarding limitations and ceilings shall not apply to it.

Furthermore, it is clarified that regarding a manager who is a CEO, a controlling shareholder and/or his relatives, the granting of any one-time bonus shall be subject to approvals from the Compensation Committee, the Board of Directors, and the General Assembly of the company as required by law.

6.5 Equity Compensation

6.5.1. The company sees advantages in equity compensation as a tool for creating an identity of interests between the company's shareholders and its officers and managers, which constitutes an additional positive long-term incentive for the officers and managers and is intended to further incentivize them to maximize the company's profits and development, as well as to attract and retain officers for the long term.

6.5.2. Subject to the existence of an equity compensation plan in the company ("Equity Compensation Plan") which is in effect on the date of grant, and in accordance with the provisions of any law, the company may from time to time grant to its officers warrants for ordinary shares and any other type of share-based payment (including Restricted Stock Units (RSU) such as one based on the performance of the company's stock, for example a phantom warrant) ("the Equity Compensation"), in accordance with the equity compensation plans adopted and to be adopted from time to time and subject to any relevant law.

6.5.3. The quantity of warrants, restricted stock units, restricted shares, and/or other equity instruments that will actually be granted to an officer and managers shall be subject to the decision of the company's authorized organs and subject to the provisions of this compensation policy.

6.5.4. Ceiling:

A. To the extent that the company grants, starting from the date of approval of this compensation policy, equity compensation to officers and managers in the company, the annual benefit for this compensation shall be subject to the ceilings described below; in this regard, the annual benefit (except regarding the Group CEO) shall not be defined according to accounting spread, but as a result obtained from dividing the economic value of share-based compensation on the date of the Board of Directors' approval of its grant by the number of years required until full vesting of the share-based compensation. The annual fair value of the benefit inherent in equity compensation that is not settled in cash, at the time of its grant, and the value of the benefit inherent in equity compensation that is settled in cash, at the time of its payment, shall be determined according to accepted accounting rules. Regarding the Group CEO, the annual benefit shall be calculated according to accounting spread.

Subject to receiving the required approvals by law, the company intends to grant the Company CEO equity compensation with a total benefit value on the date of the Board's approval of 9 million NIS, where the annual benefit value shall not exceed approximately 3.3 million NIS, within the framework of the compensation ceiling for the Company CEO as defined above, as well as an additional special equity compensation with a total benefit value (fair value) on the date of the Board's approval of 2.18 million NIS ("Special Equity Compensation"), above the compensation ceiling for the Company CEO, this being subject to receiving the required approvals according to law, including approval of the General Assembly by a special majority as required by the Companies Law. Furthermore, subject to receiving the required approvals by law, the company intends to grant to managers (as defined in the plan)

this, except for the Company CEO) as well as to managers and employees in companies held by it (who are not included in this compensation policy) equity compensation with a total benefit value at the time of the Board's approval of 37.97 million NIS, where the total annual benefit value shall not exceed 12.66 million NIS.

C. In addition to the above, during the period of the 2026 compensation policy, and subject to receiving the required approvals by law, the company shall be entitled to grant from time to time to managers (as defined in this plan), and to managers and employees in a company held by it (who are not included in this compensation policy), including to those defined as a controlling shareholder or his relative, (and except for the Company CEO) equity compensation with a total benefit value of up to 5 million NIS, as follows: for an officer, manager, or employee in a held company who was not granted equity compensation under section (B) above, a grant shall be possible according to an annual benefit value not exceeding 600 thousand NIS per year; for an officer, manager, or employee in a held company who was granted equity compensation under section (B) above, a grant shall be possible according to an annual benefit value not exceeding 200 thousand NIS per year. This section is intended to address the significant growth and expansion of the Group's operations and to allow for the incentivization of new managers and employees and existing managers and employees, for example, due to promotion in their role.

6.5.5. Vesting Period: The period required until full vesting of equity compensation granted to an officer shall be at least 3 years from the grant date, with the first portion of the equity compensation vesting no earlier than at least one year from the grant date. Notwithstanding the provisions of this section, the Company's Board of Directors has the authority to determine that, despite the said vesting provisions, the equity compensation shall be exercisable upon the fulfillment of targets to be determined by them in advance.

6.5.6. Exercise Price: The exercise price of equity compensation in the form of warrants shall be determined as the weighted average of the company's stock price on the stock exchange in the last thirty (30) days preceding the date of approval of the grant by the Board of Directors, or alternatively the closing price of the company's stock on the stock exchange on the trading day preceding the date of approval of the grant by the Board of Directors, as shall be determined. Additionally, there is an alternative of RSU without an exercise price.

6.5.7. Expiration Date: Unless otherwise determined in the individual equity compensation grant agreements, the expiration date of share-based compensation shall not exceed 10 years from the allocation date (subject to the provisions regarding expiration at the end of employment or termination of the officer's services to the company, as well as adjustments resulting from a change in the company's capital).

6.5.8.

The granting of share-based payment shall be made after examining the economic value of the said grant, the exercise prices, and the exercise periods. It will be clarified that the authorized organs shall be entitled to establish provisions regarding full acceleration of the equity compensation in the event of termination of relations due to medical circumstances, disability, death heaven forbid, as well as in the case of a transfer of control in the company as a result of which trading in the company's shares was discontinued. Furthermore, in the case of a change of control which led to the termination of relations, the authorized organs shall be entitled to determine acceleration of the upcoming portion of the equity compensation that has not yet vested on the date of termination of relations. It will also be clarified that the granting of Restricted Stock Units (RSU) shall be conditioned on meeting targets to be set by the authorized organs, except for restricted shares whose value at the time of grant does not exceed a rate of $25\%$ of the total variable components or the cost of 3 monthly salaries, whichever is higher.

6.5.9.

It will be clarified that the details mentioned above reflect the main details that will appear in the Equity Compensation Plan and that the equity compensation will be subject to the provisions of an allocation letter or a specific warrants agreement.

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and the company's Board of Directors shall be entitled to determine additional provisions regarding equity-based compensation as stated, as well as to update its terms and provisions from time to time, provided that such change or update does not exceed the equity-based compensation eligibility ceilings established in the Compensation Policy.

6.6 Terms of Termination of Office

6.6.1. Advance Notice

The advance notice period will be examined individually for each manager according to the personal contract signed with them. The advance notice period shall not be less than one month and in any case shall not exceed 6 monthly salaries of the manager. During the advance notice period, the manager will continue to provide services to the company except in cases where the company decides otherwise.

6.6.2. Adjustment Payments

The Compensation Committee shall be entitled to approve adjustment payments for a manager after retirement, according to the personal contract signed with him, in an amount not exceeding 6 salaries and subject to the approval of the Compensation Committee. The adjustment payments will be granted to a manager who has met all the conditions listed below:

Their employment agreement includes a clause ensuring a retirement grant.
The manager was employed by the company for at least two years.
The manager's departure does not involve circumstances justifying the denial of severance pay.
Signing a non-compete clause for a period not less than the adjustment payment period.
Signing a confidentiality undertaking for an unlimited period.

6.7 Indemnification, Exemption and Insurance

6.7.1. The directors and officers are entitled to be included in a directors and officers liability insurance policy ("the Insurance Policy") in accordance with the approvals required by law. Without derogating from the generality of the foregoing, the company shall be entitled to enter from time to time into a group directors and officers liability insurance policy, including serving directors and officers as they may serve from time to time in the company, in subsidiaries and in affiliates (for officers serving on behalf of the company in affiliates), all or part of them, from time to time, including directors and officers among the controlling shareholders of the company or where controlling shareholders have a personal interest in the engagement regarding them, as they may be from time to time, by way of purchasing a new policy and/or extending and/or renewing the existing policy, with the same insurer or another insurer in Israel or abroad, during the period of the Compensation Policy, provided that the said engagements are according to the main terms detailed below:

The liability limit shall not exceed $120 million, per occurrence and period, plus reasonable legal expenses incurred beyond the aforementioned liability limits.
The cost of the annual insurance premium as well as the amount of the deductible for the company will be in accordance with market conditions at the time the policy is issued. It is clarified that according to the insurance policy there is no deductible for officers.
The distribution of the insurance premium among group companies shall be determined by the company's management, in consultation with insurance advisors, and based on parameters customary in this field of insurance$^{17}$.
The terms of the engagement with respect to controlling shareholders and their relatives will be identical to the other officers and the engagement will be made under market conditions, and the terms of the insurance policy shall not have a

17 In a case where a subsidiary does not approve the insurance policy, the insured companies will bear the premium not paid by that subsidiary that did not approve the policy.

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material effect on the company's profitability, its assets or its liabilities.

In a case where the insurance policy includes coverage for the liability of the company and/or subsidiaries, the officers shall have priority over the company and/or its subsidiaries in receiving the insurance benefits.
The policy will be expanded to cover claims against the company and/or its public subsidiaries (if any) concerning securities traded on the Tel Aviv Stock Exchange Ltd (Entity Coverage) up to the full liability limit. For this expansion, payment procedures for insurance benefits, as far as any are due, will be determined, according to which the right of officers to receive indemnification from the insurers precedes the right of the company and/or the subsidiaries insured under this expansion.
Officers have priority over the company and/or its subsidiaries in receiving insurance benefits.
Furthermore, the policy will be expanded to include legal defense expenses in an investigation procedure by a competent authority as well as expenses of officers in an administrative enforcement/investigation procedure and financial liability imposed on an officer because of it.
The insurance policy may include an expansion whereby in the event the insurance policy is not renewed or is replaced by another policy at the end of the insurance period, the company is entitled to activate discovery period extension clauses of up to 7 years and also to purchase a continuation of the policy's applicability (Run-off), in exchange for a premium and deductible amounts as determined in the insurance policy, provided they are in accordance with market conditions at the time the policy is issued.
The engagement will be approved by the Compensation Committee in accordance with the terms and principles detailed above, and subject to confirmation that the premium and other policy terms are reasonable, taking into account the company's exposure, the scope of coverage and market conditions and that the engagement is not likely to materially affect the company's profitability, its assets or its liabilities.

6.7.2. Officers are entitled to receive letters of exemption and indemnification, in the version approved by the general meeting on October 1, 2024 ("Exemption and Indemnification Letters") and/or any letter of indemnification and exemption as approved from time to time in accordance with the law.

6.8. Directors' Remuneration

6.8.1. The annual compensation and participation compensation ("the Compensation") of the external directors and directors classified as independent ("Eligible Directors") shall be determined in accordance with the provisions of the Companies Regulations (Rules regarding Compensation and Expenses for External Directors), 5760-2000, and in any case shall not exceed the maximum compensation fixed in the regulations, according to the company's rank as detailed in the compensation regulations.

6.8.2. The serving directors and/or those who will serve and who are not among the Eligible Directors will not receive compensation for their tenure as directors in the company (except for the Chairman of the company's Board of Directors).

6.8.3. For the Chairman of the Board's compensation ceiling, see section 6.2.5 above.

6.8.4. Without derogating from the generality of the foregoing, all directors, including the external directors, will be entitled to be included in officer liability insurance, indemnification and exemption arrangements, in accordance with and subject to the company's articles of association, and as detailed in this policy and approvals as required by law.

After examining the terms of office and employment of the managers, the Compensation Committee and the Board determined that the terms of office and employment of the managers at the time of determining the policy are consistent with the 2026 Compensation Policy detailed above.

7. General

7.1. Approval of compensation for an officer in accordance with this Compensation Policy shall be by the competent organs, and subject to the provisions of any law as applicable from time to time.

7.2. The Compensation Policy is not intended to adversely change existing agreements between the company and its officers, and the company will fulfill all existing arrangements in effect at the time of approval of this Compensation Policy, as long as these agreements remain in effect.

7.3. The Compensation Committee and the company's Board of Directors will examine, from time to time, the Compensation Policy as well as the need to adapt it, inter alia, in accordance with the considerations and principles detailed in the Compensation Policy. Such adaptations shall be brought for approval in the manner prescribed by law.

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Fox-Wizel Ltd ("The Company")

Compensation Policy 2026-2028

1. General

The purpose of this document is to define and detail the company's policy regarding the compensation of officers in the company, in accordance with the requirements of the Companies Law.

This Compensation Policy includes details regarding compensation components to which officers may be entitled (all or part of them) by virtue of employment agreements and/or management services agreements. It should be emphasized that this policy does not grant rights to officers in the company, and there will be no vested right for an officer in the company, by virtue of the mere adoption of this Compensation Policy, to receive any of the compensation components detailed in the Compensation Policy. The compensation components to which the officer will be entitled will only be those specifically approved for them by the competent organs of the company and subject to the provisions of any law.

In the event that an officer receives compensation that is less than the compensation according to this policy, this shall not be considered a deviation or exception from this Compensation Policy, and their employment terms as stated shall not therefore require the approval of the general meeting required in the case of approval of terms of office and employment in deviation from the Compensation Policy.

The policy is drafted in the masculine gender for convenience only and is intended for both women and men.

In accordance with Amendment No. 20, 5772-2012 to the Companies Law, 5759-1999 (hereinafter: "Amendment 20" and "the Companies Law", respectively) and subject to its provisions, this Compensation Policy was approved for the years 2026-2028, including several updates and changes relative to the 2023-2025 Compensation Policy¹, this in order to adapt the Compensation Policy to the significant expansion in the company's scopes of activity in Israel and abroad, the increase in the number of managers in the company, and in view of the complexity and variety of challenges facing the company, and with the aim of challenging and incentivizing the company's managers to continue leading the company to new achievements and to meet its long-term goals and objectives (hereinafter: "Compensation Policy 2026").

The policy refers to officers in the company² including officers who are a "controlling shareholder" or their "relative" as these terms are defined in the Companies Law, as they may be from time to time during the policy period. The officers in the company shall hereinafter be referred to as: "the Managers".

The policy includes principles and parameters based on which the company will determine the compensation for managers serving and/or employed and who will serve and/or be employed in the company from time to time.

It is clarified that the 2026 Compensation Plan replaces and comes in lieu of any other compensation plan for managers previously adopted by the company.

The 2023 Compensation Policy was approved by the general meeting of the company's shareholders on December 22, 2022, with respect to the years 2023-2025 and was last updated at a general meeting of shareholders on April 4, 2023.
"Officer" – as defined in the Companies Law 5759-1999, including a general manager, chief business officer, deputy general manager, vice general manager, any person fulfilling such a role in the company even if their title is different, as well as a director, or a manager directly subordinate to the general manager. And it is clarified: as of the date of the report, the officers also include controlling shareholders and relatives of a controlling shareholder as follows: Mr. Harel Wizel, the company's CEO and a controlling shareholder in it, Mr. Assaf Wizel, CEO of the Fox network and one of the controlling shareholders in the company, and Mr. Elad Vered, Senior Deputy CEO in the field of procurement and logistics and a relative of a controlling shareholder.

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Notwithstanding the above, it is clarified that Restricted Stock Units (RSU) and warrants allocated to officers (including the Company's CEO) under a previous compensation policy, shall continue to remain in effect in accordance with their terms.

2. Validity of the 2026 Compensation Policy

The 2026 Compensation Policy will be in effect from January 1, 2026, subject to its approval by the Company's General Meeting of shareholders and will terminate at the end of three years from that date, unless the Compensation Committee recommends keeping it in effect beyond the said period and subject to the provisions of the law³.

3. Policy objectives and the considerations that guided the company in determining the policy

3.1. The Company's goals and policy from a long-term perspective

Increasing its profitability and maintaining its financial stability, among other things by improving the Group's competitiveness, through acquisitions and/or development of additional activities, if and to the extent found suitable, in Israel and abroad, strengthening the loyalty of the Company's customers and expanding the Company's sources of income by optimizing the shopping experience for customers, the customer club and the Dream Card VIP credit card, strengthening the Company's position in the online field including through the multi-brand online commerce site Terminal X, and promoting innovation and technological solutions in the Group's businesses.
Expansion, automation and centralization of logistical infrastructures to enable continued growth and development of activities while streamlining costs.
Maintaining the Group's position as a leading fashion group operating leading brand chains.
Expansion in the Company's international activities in brands with potential for success in international markets.
Implementation of advanced marketing strategies, improvement and streamlining of procurement, logistics and distribution processes and improvement of engagement terms in lease agreements.
Developing the brands of the Company and companies held by it according to the strategic plan.
Maximizing the Company's profits while considering the Group's risk policy and relevant risk factors, but without encouraging short-term profits at the expense of future investments and multi-year processes.

3.2. Incentivizing the officers

The structure and composition of the 2026 Compensation Policy will enable, on the one hand, the recruitment of senior and high-quality officers and, on the other hand, will prevent the migration of professional and high-quality officers who contribute to the Group to other companies and will retain them in the Group over time.
Providing motivation and incentivizing the officers to increase their level of commitment to the Company, among other things, in the way they choose to implement the Company's long-term policy and strategy while being willing to expose the Company to calculated risks but at the same time avoid taking unreasonable risks.
In a long-term view, the 2026 Compensation Policy is aimed at increasing the officer's contribution to maximizing the Company's profits according to his role.
Granting an annual bonus to officers and an equity compensation component creates a proper balance between fixed salary components (monthly salary and associated benefits) and variable components (annual bonus and equity component).
Payment of the annual bonus in two phases will encourage officers to continue working at the Company over time and assist

In accordance with Section 267a(b) of the Companies Law, 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 approval of the compensation policy despite the opposition of the General Meeting is for the benefit of the Company.

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in achieving the Company's goals, work plan and policy.

An equity component, including one contingent on meeting profit targets over time, and also contingent on the officers remaining with the Company as a condition for the full vesting of the equity compensation, thereby serving as an incentive for officers to maximize the results of its activities in the long run and to remain with the Company.
The compensation granted to an officer will be directly influenced by the Company's business results and his contribution to achieving them. In conclusion, in the opinion of the members of the Compensation Committee and the Board of Directors, the structure of the compensation package, as reflected in this policy, is balanced and appropriately promotes the Company's goals and objectives and is reasonable in relation to the Company's capabilities, financial condition and obligations.

4. Components of the 2026 Compensation Policy

4.1 The Compensation Policy regulates the terms of office and employment⁴ of the officers as detailed below:

Fixed Compensation - In accordance with the Compensation Policy, officers will be entitled to fixed salary components such as base salary (salary or management fees⁵) and associated benefits and terms. For further details, see Section 6.2 below.

4.2 Equity Compensation - Share-based compensation. For further details, see Section 6.5 below.

4.3 Annual Bonus - An annual bonus for officers as detailed in Section 6.3 below.

5. Manner of Approval of the Compensation Policy

5.1 The Company's Board of Directors appointed a Compensation Committee whose members include Messrs. Yuval Bronstein (External Director and Chairman of the Committee), Tamir Dagan (External Director) and Naama Kaufman-Pass (Independent Director).

The roles of the Compensation Committee, after discussing and forming its conclusions, are to transfer its recommendations for the compensation policy to the Board of Directors, to examine and recommend once every three years whether to extend the validity of the compensation policy or update it, and to decide whether to approve transactions regarding the terms of office and employment of officers that require the Committee's approval.

5.2 As stated above, the policy was discussed in the Compensation Committee, which brought its recommendations for the approval of the Board of Directors, which examined and discussed the policy and the Compensation Committee's recommendations regarding the policy. After the Company's Board of Directors discussed and considered the recommendations of the Compensation Committee, the Company's Board of Directors approved the policy.

5.3 In accordance with the provisions of the Companies Law, the Compensation Policy is brought for the approval of the General Meeting of the Company's shareholders by a 'special majority' as stated in Section 267a(b) of the Companies Law.

5.4 The policy refers to officers, including, among others, the controlling shareholders and their relatives, who are employed and who will be employed by the Company from time to time. The determination and/or change in the employment terms of controlling shareholders or their relatives will be approved as required by law.

5.5 Without derogating from the generality of the above, the Compensation Committee will examine, from time to time, the need to make adjustments or changes to the policy, even during the three years in which the policy is in effect, and they will be approved, as far as required, as stated in Sections 5.1 to 5.3 above.

6. The Compensation Policy

"Terms of office and employment" - including the provision of exemption, insurance, undertaking to indemnify or indemnification according to an indemnification permit, retirement grant, and any benefit, other payment or undertaking for such payment, given due to office or employment.
The accompanying terms for officers in the Company employed as service providers shall be embodied in the management fees, except for reimbursement of expenses within the framework of the role and as customary in the Company; the determination or change of the engagement format with an officer as an employee or as a service provider shall be without change in the cost of employment to the Company. For an officer providing services, the cap shall be calculated plus VAT.

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6.1 General

The Compensation Policy consists of the following components: fixed compensation, annual bonus, one-time grant as well as an equity component. The Compensation Committee and the Board of Directors believe that this composition of the 2026 Compensation Policy, which gives significant weight to the variable component (annual bonus and equity component) compared to the fixed compensation, reflects the weighing of the components according to the Company's strategy and goals.

6.2 Fixed Compensation

6.2.1 The base salary (salary or management fees) given to new officers within the framework of negotiations for their recruitment to a role in the Company, will be determined by the designated direct supervisor, subject to the provisions of this Compensation Policy and any law.

The base salary of each officer will be determined in accordance with his education, skills, expertise, professional experience, achievements, contribution to the Company, areas of responsibility and previous salary agreements signed with him.

The officer's supervisor will be able to determine the base salary within a range that will be defined and approved for this purpose in advance according to the provisions set forth in this policy below. The determination of the base salary within the said range will reflect the skills of the designated officer, his education, expertise and professional experience and the degree of his suitability for the requirements of the role the officer is intended to fill. It is clarified that in any case, the salary of new officers or a change in the salary of serving officers will be approved by the Compensation Committee and the Board of Directors. It is further clarified that the base salary of management members who are not officers will be approved by the direct manager, and not by the Compensation Committee and/or the Board of Directors, but will be based as much as possible on the parameters set in this Compensation Policy.

During the period of the 2026 Compensation Policy, the Company's management will examine the need to update the officer's base salary (except for the Company's CEO and officers who are a controlling shareholder or his relative, in respect of whom approval of the General Meeting by a special majority will be required in any case) by a cumulative amount of up to NIS 15,000, during the period of the 2026 Compensation Policy, in order to allow the update of the base salary in relation to the reference group. The Company management's recommendations will be brought for the approval of the Compensation Committee and the Board of Directors. It is clarified that there is nothing in the update of the base salary as stated to prejudice an officer's right to receive linkage to the index according to an employment agreement and/or cost-of-living allowance by virtue of extension orders and according to any law.

The base salary component reflects on the one hand the employee's skills as stated above (education, experience gained, expertise, etc.) and on the other hand the requirements of the role and the areas of responsibility and authority he carries.

In addition, the Company pays officers accompanying components to the base salary (such as pension, study fund, severance pay contributions, vacation days, sick leave, convalescence pay, car maintenance, grossing up of car value, mobile phone, etc.). For details about the maximum accompanying components according to the 2026 Compensation Policy, see Section 6.2.5 below. In addition, officers may also be entitled to reimbursement of expenses within the framework of their role, the cost of participation in living expenses abroad within the framework of their role, as well as other similar expenses. The accompanying terms are as customary in the Company at the time of approval of the Compensation Policy and may be examined and updated from time to time by the Company's Compensation Committee. The accompanying terms for officers employed as independent contractors and not as employees will be embodied in the management fees, except for reimbursements for expenses incurred within the framework of their role in the Company.

6.2.2. The ratio between the monthly salary paid to officers and the monthly salary paid to the rest of the Company's employees

The ratio between the salary cost of the group of officers and the average and median salary of the rest of the Company's employees (other than the officers) assuming no bonus is distributed and without considering an equity component, is presented below:

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in NIS millions average per officer in terms of current salary
Role	Annual salary cost (excluding bonus and equity component)	Ratio to the average salary cost of the rest of the Company's employees normalized to a full-time position	Ratio to the median salary cost of the rest of the Company's employees normalized to a full-time position
Chairman of the Board	0.72	5.32	6.55
Group CEO	3.90	28.81	35.49
Senior Executive Vice President of the Group^{6}	1.67	12.33	15.19
Executive Vice President of the Company (Profit Manager)^{7}	1.43	10.61	13.07
Other Officers^{8}	1.12	8.22	10.13

The Compensation Committee and the Board of Directors examined the ratio between the salary cost of the group of officers and the average and median salary of the rest of the Company's employees (without held companies) based on the regulation of salary cost to full-time position terms. In the assessment of the members of the Compensation Committee and the Board of Directors, the salary gaps between the officers, including the Group CEO, and the average and median salary of the rest of the Company's employees, are appropriate and do not adversely affect labor relations in the Company. The reasons for this lie in the structure of the Company, which employs over 4,000 employees in Israel, a significant part of them in non-veteran salesperson roles in stores managed by a relatively small headquarters.

6.2.3. Comparative Review (Benchmark)

6.2.4. Within the framework of formulating this 2026 Compensation Policy, the members of the Compensation Committee and the Company's Board of Directors were assisted by a comparative review of the compensation caps for the five groups of officers (fixed salary and variable salary) in relation to the compensation components of officers of a similar managerial scale, in other public companies that meet most of the characteristics detailed below.

Public retail companies with similar activity or public companies similar to the Company, as far as possible, in one or more of the criteria: similar market cap, equity, profit/loss, before/after taxes, total revenue. The benchmark comparison is in relation to each salary component, and also including the monthly salary, in relation to similar companies.
When approving an officer's compensation, the members of the Compensation Committee and the Company's Board of Directors shall be entitled to assist themselves, if necessary, with a review of comparative data (Benchmark) in relation to the terms of office of officers in similar roles in other public companies as far as possible or officers in similar levels in companies held by the Company. The sample may include, as far as possible, a comparison group of at least 4 comparison companies operating in the Company's fields of business, as far as possible, or having a scope of activity similar to that of the Company and/or a similar market cap and/or a similar profit/loss to that of the Company.

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The benchmark will be examined in relation to each component separately and in relation to all components as a whole and in comparison to similar companies as mentioned above.

6.2.5. Summary of monthly maximum base salary and ancillary data

Chairman of the Board (Active) - Entitled to fixed compensation by virtue of his role as Chairman on a part-time basis, in a total salary cost not exceeding 60 thousand NIS per month, plus VAT. The Chairman of the Board is not entitled to ancillary benefits and conditions or additional remuneration, except for the right to be included in a Directors' and Officers' liability insurance policy and a letter of exemption and indemnification (see Section 6.7 below), and reimbursement of expenses. For details, see Sections 6.2.2. above, 6.7 and 6.8 below. The aforementioned amount is linked to the increase in the Consumer Price Index compared to the index for October 2025.
Fox Group CEO - Entitled to a monthly salary by virtue of his full-time role in an amount not exceeding 215,145 NIS per month (in gross salary terms). The aforementioned amount is linked to the increase in the Consumer Price Index compared to the index for October 2025. In addition, the CEO will be entitled to ancillary conditions as detailed in the table below.

It should be noted that in addition, the CEO is entitled to a monthly supplement in the amount of 55,000 NIS (not linked), which will be paid to him plus VAT against a lawful tax invoice or alternatively within his salary in the company for a salary component without social contributions, provided that the subsidiary, Retailors Ltd., pays this amount (for the CEO's services as active Chairman of Retailors Ltd.) directly to the Company and not to the Company's CEO ("the Retailers supplement").

Senior EVP to the Group CEO - A manager in the role of Senior EVP to the CEO is entitled to a monthly salary in accordance with the employment agreement by virtue of his full-time role, not exceeding 115 thousand NIS per month (in gross salary terms) and in addition will be entitled to ancillary conditions to the monthly salary as detailed in the table below. The aforementioned amount is linked to the increase in the Consumer Price Index compared to the index for October 2025.
All other managers - The manager is entitled to a monthly salary in accordance with the employment agreement by virtue of his full-time role, not exceeding 100 thousand NIS per month (in gross salary terms) and in addition will be entitled to ancillary conditions to the monthly salary as detailed in the table below. The aforementioned amount is linked to the increase in the Consumer Price Index compared to the index for October 2025.

Ancillary Conditions	Chairman of the Board	Fox Group CEO	All other managers
Company car cost	---	Up to a value of 550 thousand NIS, linked to the September 2011 index published on October 15, 2011.9	Up to 300 thousand NIS, linked to the June 2013 index published on 15.7.2013.10
Car value gross-up	---	No

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Ancillary Conditions	Chairman of the Board	Fox Group CEO	All other managers
			In accordance with the employment agreement
Gross salary linkage	---	Linked to the increase in the Consumer Price Index	Linked to the increase in the Consumer Price Index in accordance with the employment agreement
Mobile phone	---	Yes
Vacation days	---	33	18-33
Pension savings (Executives insurance/pension, severance contributions, loss of earning capacity insurance)	---	Yes
Study fund	---	Yes - up to the ceiling	In accordance with the employment agreement
Notice period11	---	180 days	30-180 days
Adjustment grant12	---	Up to 6 months

6.3 Annual Bonus

6.3.1 The annual bonus is determined as a derivative of the annual net profit $^{13}$ of the company in each year. The annual bonus will not constitute part of the fixed salary of the bonus recipients, including for the purpose of accumulating ancillary rights, pension and/or retirement.

6.3.2 The bonus will be derived from measurable profit targets derived from the company's annual work plan determined by the authorized organs of the company at the beginning of each year. The company will be entitled to determine that a non-material part of the compensation, the amount of which will not exceed three monthly salaries per year, will be granted according to criteria that cannot be measured, considering the contribution of an officer to the company who is not a controlling shareholder or their relative.

6.3.3 The annual bonus will be granted to five groups:

6.3.3.1 Group CEO.

6.3.3.2 Senior EVP to the Group CEO.

6.3.3.3 EVP (Profit Manager).

6.3.3.4 Other officers who are not a "controlling shareholder" or their "relative".

6.3.3.5 Managers who are a "controlling shareholder" or their "relative" (who are not included in the groups above)

11 See also Section 6.6.1 below.

12 See also Section 6.6.2 below.

"Annual Net Profit" - the company's annual net profit, after tax, according to the company's latest audited consolidated financial statements and after granting the annual bonus, neutralizing extraordinary accounting actions, one-time capital gains/losses and one-time actions not in the ordinary course of business, income/expenses as a result of revaluation of holdings in corporations, provisions for burdensome assets and impairment of goodwill.

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The annual bonus distribution policy is as detailed below:

6.3.4. Annual net profit of less than 220 million NIS - no annual bonus will be distributed (hereinafter: "the Minimum Threshold for Bonus"¹⁴).

6.3.5. The annual bonus will be determined according to annual net profit tiers as follows: Annual net profit of 220-280 million NIS

The annual bonus for the Group CEO will stand at 1% of the annual net profit, the annual bonus for a manager in the role of Senior EVP to the Group CEO will stand at 0.45% of the annual net profit (but no more than 8 salaries in gross terms), the annual bonus for an EVP (Profit Manager) will stand at 0.35% of the annual net profit (but no more than 8 salaries in gross terms), the annual bonus for a manager included in the other officers group (who are not a "controlling shareholder" or their "relatives") will stand at up to 8 salaries (in gross salary terms) and the annual bonus for a manager included in the group of managers who are a "controlling shareholder" or their "relatives" will stand at 8 salaries (in gross salary terms). The bonus rate cap in this net profit tier for "All Company Management": Managers as defined in this compensation policy (see Section 1 above) and other managers who are not officers and are not included in this compensation¹⁵ policy is 8.50%.

6.3.6. Annual net profit of 280-350 million NIS - The annual bonus for the Group CEO will stand at 1.15% of the annual net profit, the annual bonus for the Senior EVP to the Group CEO will stand at 0.45% of the annual net profit (but no more than 10 salaries in gross terms), the annual bonus for the EVP (Profit Manager) will stand at 0.35% of the annual net profit (but no more than 10 salaries in gross terms), and the annual bonus for a manager included in the other officers group (who are not a "controlling shareholder" or their "relatives") will stand at up to 10 salaries (in gross salary terms), and the annual bonus for a manager included in the group of managers who are a "controlling shareholder" or their "relatives" will stand at 10 salaries (in gross salary terms). The bonus rate cap in this net profit tier for all company management (as defined above) is 8.50%.

6.3.7. Annual net profit of 350-425 million NIS - The annual bonus for the Group CEO will stand at 1.25% of the annual net profit, the annual bonus for the Senior EVP to the Group CEO will stand at 0.40% of the annual net profit (but no more than 11 salaries in gross terms), the annual bonus for the EVP (Profit Manager) will stand at 0.30% of the annual net profit (but no more than 11 salaries in gross terms), and the annual bonus for a manager included in the other officers group (who are not a "controlling shareholder" or their "relatives") will stand at up to 11 salaries (in gross salary terms), and the annual bonus for a manager included in the group of managers who are a "controlling shareholder" or their "relatives" will stand at 11 salaries (in gross salary terms). The bonus rate cap in this net profit tier for all company management (as defined above) is 7.60%.

6.3.8. Annual net profit exceeding 425 million NIS - The annual bonus for the Group CEO will stand at 1.50% of the annual net profit, the annual bonus for the Senior EVP to the Group CEO will stand at 0.4% of the annual net profit (but no more than 12 salaries in gross terms), the annual bonus for the EVP (Profit Manager) will stand at 0.30% of the annual net profit (but no more than 12 salaries in gross terms), and the annual bonus for a manager included in the other officers group (who are not a "controlling shareholder" or their "relatives") will stand at up to 12 salaries (in gross salary terms), and the annual bonus for a manager included in the group of managers who are

¹⁴ In case the minimum threshold for bonus is not achieved, see subsection 6.3.16 below.

¹⁵ A manager who is not an officer in the company and is not included in the compensation policy, but serves as a manager in the company and companies held by it (not including public companies and their held companies) and who, according to the decisions of the compensation committee and the company's board of directors from time to time, it was decided to apply the principles of the compensation policy in relation to them as much as possible. As of this date, there are approximately 20 managers regarding whom it was so decided.

"controlling shareholder" or their "relative" will stand at 12 salaries (in gross salary terms). The bonus rate cap in this net profit tier for all company management (as defined above) is 7.60%.

6.3.9. The Compensation Committee and the Board of Directors will be entitled to reduce the bonus amounts for managers or any of them, by any rate (including up to the point of not granting any bonus at all) at their full discretion and for reasons to be recorded. It should be noted that in relation to managers who are not controlling shareholders and their relatives (including the company's CEO), the Compensation Committee and the Board of Directors will be entitled to reduce the bonus amounts by any rate, taking into account, among other things, compliance with the goals set at the beginning of each year and for reasons to be detailed in the company's annual report for the year in respect of which it was decided to reduce the bonus. To the extent that the total bonus cap is lower than the actual compensation, the compensation for all group managers will be reduced pro rata.

6.3.10. In any case, the annual bonus for a manager (excluding the Group CEO) will not exceed a total of 12 monthly salaries (in gross salary terms).

6.3.11. The maximum ratio between the variable component (the annual bonus and the equity component) and the total compensation in relation to the company's CEO is 85%, in relation to a manager who is not a Senior EVP to the CEO is 70% and in relation to the other managers is 65%.

6.3.12. The total compensation (fixed salary¹⁶, bonus and equity compensation, excluding special equity compensation as defined below) to the Group CEO for his role as company CEO (including accounting expenses for equity compensation granted to him by the company prior to this policy) will not exceed 9.8 million NIS, where the aforementioned amount is linked to the increase in the Consumer Price Index compared to the index for October 2025 (hereinafter: "the Total Compensation Cap for the Group CEO"). The annual benefit of the equity compensation for the purpose of the said compensation cap will be defined according to accounting spreading. To the extent that the actual compensation (excluding the special equity compensation component) exceeds the Total Compensation Cap for the Group CEO (as defined above), the compensation will first be reduced through the bonus component and then the equity component as required. Furthermore, subject to obtaining the approvals required by law, the company intends to grant the company's CEO special equity compensation (as defined below) above the Total Compensation Cap for the company's CEO. The ratio between the variable component (bonus and equity compensation, including special equity compensation as defined below) and the total compensation of the Group CEO will not exceed 85%.

6.3.13. The annual bonus will be brought for approval to the Compensation Committee and the Board of Directors after the approval of the company's annual financial statements for the year for which the annual bonus is paid. It is clarified that for the purpose of calculating a bonus which is calculated according to the number of monthly salaries as mentioned above, the salary for December in the year for which the annual bonus is paid will be taken into account. A portion of 75% of the annual bonus amount (hereinafter: "the First Part") will be paid to the managers, if paid, at the salary payment date close after the publication date of the annual financial statements, the remaining 25% of the bonus will be paid to the managers 12 months after the distribution date of the first part of the bonus, at the salary payment date close to the end of this period and provided that in that calendar year (which is the year following the year for which the annual bonus is paid) the company's activity did not yield a loss.

6.3.14. Where it is found that amounts were paid to one or more managers based on data that turned out to be erroneous and were restated in the financial statements for a period of 12 consecutive quarters after the approval of the bonus, the manager will return to the company those amounts paid to him in excess for that same criterion that entitled him to payment.

¹⁶ It is clarified that the fixed salary is without the supplement for Retailers (as defined above).

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The aforementioned amounts and which were retrospectively corrected in the financial statements.

6.3.15 An annual bonus, in whole or in part, shall be given to a manager who worked for the company for at least six (6) months prior to the end of the calendar year for which the bonus was paid, except if the manager resigned or was dismissed due to circumstances that negate the right to receive severance pay. In addition, the said bonus and/or part of it shall be paid only to those who worked for the company on the day the bonus was paid. Notwithstanding the above, the company's board of directors, upon the recommendation of the compensation committee and the company's CEO, shall be entitled to approve a bonus for a manager even if they left the company before the date of the bonus payment.

6.3.16 Notwithstanding the above, if the net profit is less than NIS 220 million, the compensation committee shall have the authority to decide on a distribution, to the entire management of the company as defined in sub-clause 6.3.5 above, in a total amount of up to 5% of the annual net profit at its discretion. In such a case, the bonus for each manager shall not exceed 4 monthly salaries (in gross terms). It is clarified that regarding a controlling shareholder and relatives (including the company's CEO), the granting of a bonus in accordance with this section shall be subject to all required approvals by law.

6.3.17 It is clarified that an annual bonus that will be granted, if granted, to a manager (except for the Group CEO) including to the controlling shareholders and/or their relatives, shall not exceed a rate of 20% of the total (overall) distribution of the annual bonus.

6.3.18 The company's board of directors, by a majority of directors who are not among the controlling shareholders or their relatives and have no personal interest, shall be responsible for reviewing and approving the compensation committee's recommendations for granting the annual bonus. The board of directors may reduce the annual bonus rates specified above and also reduce the amounts approved by the compensation committee.

6.3.19 The decision of the compensation committee and the company's board of directors to reduce compensation according to this policy, and/or for a controlling shareholder and/or their relative, shall be provided with detailed reasons.

6.4. One-time bonus

The company shall be entitled to grant, subject to receiving the required approvals by law, a one-time bonus to managers (except for the CEO and additional managers who are a controlling shareholder and/or their relatives) in a total amount not exceeding NIS 1.5 million per year, and not more than 4 monthly salaries per manager per year (i.e., up to a cumulative total amount of NIS 4.5 million for the entire duration of the compensation policy), due to a unique contribution and/or significant efforts and/or special and exceptional achievements for the company in which the manager was dominant in achieving them and/or upon the occurrence of a material and exceptional business event which promotes the company's interests and its strategic plan, including as detailed below:

Entering into material new brand agreements;
Entering into new geographies;
Acquisition and sale of activities and/or assets;
Capital raising/prospectuses;
Introducing investors to the group;
Promoting efficiency processes and cost savings;
Development, expansion, and automation of logistical infrastructure for the purpose of expanding the company's operations while

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...efficiency in costs.

For the avoidance of doubt, a bonus under this sub-section may be given to a manager in addition to and regardless of their eligibility for an annual bonus in accordance with Section 6.3 above, and the provisions of Section 6.3 above regarding limits and caps shall not apply to it.

Furthermore, it is clarified that regarding a manager who is the CEO, a controlling shareholder, and/or their relatives, the granting of any one-time bonus shall be subject to approvals from the compensation committee, the board of directors, and the company's general meeting as required by law.

6.5. Equity-based compensation

6.5.1. The company sees advantages in equity-based compensation as a tool for creating alignment of interests between the company's shareholders and its officers and managers, representing an additional positive long-term incentive for the officers and managers, intended to further incentivize them to maximize the company's profits and its development, as well as to attract and retain officers for the long term.

6.5.2. Subject to the existence of an equity compensation plan in the company ("Equity Compensation Plan") which is in effect on the date of grant, and in accordance with the provisions of any law, the company may from time to time grant its officers options for ordinary shares and any other type of share-based payment (including restricted share units (RSUs)) based on the company's share performance, such as phantom options ("Equity-based compensation"), in accordance with the equity compensation plans adopted and to be adopted from time to time and subject to any relevant law.

6.5.3. The quantity of options, restricted share units, restricted shares, and/or other equity instruments to be granted to officers and managers in practice shall be subject to the decision of the company's authorized organs and subject to the provisions of this compensation policy.

6.5.4. Cap:

a. If the company grants equity-based compensation to officers and managers in the company starting from the approval date of this compensation policy, the annual benefit for this compensation shall be subject to the caps described below; for this matter, the annual benefit (except regarding the Group CEO) will not be defined according to accounting spread, but as the result obtained from dividing the economic value of share-based compensation on the date of board approval for its grant by the number of years required for full vesting of the share-based compensation. The annual fair value of the benefit inherent in equity compensation not settled in cash, at the time of its grant, and the value of the benefit inherent in equity compensation settled in cash, at the time of its payment, will be determined according to accepted accounting principles. Regarding the Group CEO, the annual benefit will be calculated according to accounting spread.

b. Subject to receiving the required approvals by law, the company intends to grant the company CEO equity-based compensation with a total benefit value at the time of board approval of NIS 9 million, where the annual benefit value shall not exceed approximately NIS 3.3 million, within the framework of the CEO compensation cap as defined above, as well as an additional special equity-based compensation with a total benefit value (fair value) at the time of board approval of NIS 2.18 million ("special equity-based compensation"), above the CEO's compensation cap, subject to receiving the required approvals by law, including approval of the general meeting by a special majority as required by the Companies Law. Furthermore, subject to receiving the required approvals by law, the company intends to grant managers (as defined in this plan, except for the company's CEO) as well as managers and employees in the company and its subsidiaries (who are not included in this compensation policy) equity-based compensation with a total benefit value at the time of board approval of NIS 37.97 million, where the total annual benefit value shall not exceed NIS 12.66 million.

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c. In addition to the above, during the period of the 2026 compensation policy, and subject to receiving the required approvals by law, the company shall be entitled to grant from time to time to managers (as defined in this plan), as well as to managers and employees in the company and its subsidiary (who are not included in this compensation policy), including those defined as a controlling shareholder or their relative, (and excluding the company CEO) equity-based compensation with a total benefit value of up to NIS 5 million, as follows: for an officer, manager or employee in the company or its subsidiary who was not granted equity-based compensation under section (b) above, a grant will be possible according to an annual benefit value not exceeding 600 thousand NIS per year; for an officer, manager or employee in the company or its subsidiary who was granted equity-based compensation under section (b) above, a grant will be possible according to an annual benefit value not exceeding 200 thousand NIS per year. This section is intended to address the significant growth and expansion in the Group's operations and to allow for the incentivization of new managers and employees and existing managers and employees, for example, due to promotion in their role.

6.5.5. Vesting Period: The period required for full vesting of equity-based compensation granted to an officer shall be at least 3 years from the date of grant, where the first tranche of the equity-based compensation shall vest no earlier than at least one year from the date of grant. Notwithstanding the provisions of this section, the compensation committee and the company's board of directors have the authority to determine that, despite the said vesting instructions, the equity-based compensation shall be exercisable upon the fulfillment of targets to be determined by them in advance.

6.5.6. Exercise Price: The exercise price of equity-based compensation of the options type will be determined as a weighted average of the company's share price on the stock exchange in the thirty (30) days preceding the date of approval of the grant by the board of directors, or alternatively the closing price of the company's share on the stock exchange on the trading day preceding the date of approval of the grant by the board of directors, as determined by the compensation committee and the board of directors. Additionally, there is an RSU alternative without an exercise price.

6.5.7. Expiration Date: Unless otherwise determined in the individual equity grant agreements, the expiration date of share-based compensation shall not exceed 10 years from the date of allocation (subject to the provisions regarding expiration upon termination of employment or cessation of the officer's services to the company, as well as adjustments resulting from changes in the company's capital).

6.5.8. The grant of share-based payment shall be made after examining the economic value of the said grant, exercise prices, and exercise periods. It will be clarified that the authorized organs shall be entitled to determine provisions regarding full acceleration of equity-based compensation in the event of termination of relations due to medical circumstances, disability, death (God forbid), as well as in the case of a transfer of control in the company which results in the cessation of trading of the company's shares. Furthermore, in the event of a change of control that led to the termination of relations, the authorized organs shall be entitled to determine the acceleration of the next tranche of the equity-based compensation that has not yet vested at the time of termination of relations. It is further clarified that the grant of restricted share units (RSU) shall be conditioned on meeting targets to be determined by the authorized organs, except for restricted shares whose value at the time of grant does not exceed 25% of the total variable components or the cost of 3 monthly salaries, whichever is higher.

6.5.9. It will be clarified that the details mentioned above reflect the main points of the details that will appear in the equity compensation plan and that the equity compensation will be subject to the provisions of a specific allocation letter or options agreement. The compensation committee and the company's board of directors shall be entitled to determine additional provisions in connection with such equity compensation, and to update its terms and provisions from time to time, provided that such change or update does not deviate from the eligibility caps for equity-based compensation established in the compensation policy.

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6.6 Termination of service terms

6.6.1. Advance notice

6.6.2. Adjustment payments

The compensation committee will be entitled to approve post-retirement adjustment payments for a manager, according to the personal contract signed with them, in an amount not exceeding 6 salaries and subject to the approval of the compensation committee. Adjustment payments will be granted to a manager who has met all the conditions detailed below:

A clause ensuring a retirement grant was included in their employment agreement.
The manager was employed by the company for at least two years.
The manager's departure does not involve circumstances justifying the denial of severance pay.
Signing a non-compete clause for a period not less than the adjustment payment period.
Signing a confidentiality commitment for an unlimited period.

6.7 Indemnity, Exemption and Insurance

6.7.1. The directors and officers are entitled to be included in a directors' and officers' liability insurance policy ("Insurance Policy") in accordance with the approvals required by law. Without prejudice to the generality of the above, the company shall be entitled to enter from time to time into a group directors' and officers' liability insurance policy, which includes serving directors and officers as they will serve from time to time in the company, in subsidiaries, and in related companies (for officers serving on behalf of the company in related companies), all or some of them, from time to time, including directors and officers who are among the controlling shareholders of the company or for whom controlling shareholders have a personal interest in the engagement regarding them, as they will be from time to time, by way of purchasing a new policy and/or extending and/or renewing the existing policy, with the same insurer or another insurer in Israel or abroad, during the period of the compensation policy, provided that the said engagements are according to the main terms detailed below:

The liability limit shall not exceed $120 million, per case and period, plus reasonable legal expenses incurred beyond the aforementioned liability limits.
The annual insurance premium cost and the amount of the self-deductible for the company will be in accordance with market conditions at the time the policy is drawn up. It is clarified that according to the insurance policy, there is no self-deductible for officers.
The distribution of the insurance premium among the group companies will be determined by the company's management, in consultation with insurance advisors, and based on parameters customary in this field of insurance$^{17}$.
The terms of engagement regarding controlling shareholders and their relatives will be identical to other officers and the engagement will be made under market conditions, and the terms of the insurance policy shall not materially affect the company's profitability, assets, or liabilities.

In the event that the insurance policy includes coverage for the liability of the company and/or subsidiaries, the officers shall have priority over the company and/or its subsidiaries in receiving insurance benefits.

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The policy will be expanded to cover claims against the Company and/or its public subsidiaries (if any) regarding securities traded on the Tel Aviv Stock Exchange Ltd. (Entity Coverage) up to the full limit of liability. For this extension, payment orders of insurance benefits will be established, if such are due, according to which the right of officers to receive indemnification from the insurers precedes the right of the Company and/or the subsidiaries insured under this extension.
The officers have priority over the Company and/or its subsidiaries in receiving insurance benefits.
Furthermore, the policy will be expanded to include legal defense expenses in an investigation by a competent authority, as well as officer expenses in an administrative enforcement/investigation process and financial liability imposed on an officer as a result.
The insurance policy may include an extension whereby, in the event the insurance policy is not renewed or is replaced by another policy at the end of the insurance period, the Company is entitled to activate a discovery period extension clause of up to 7 years and also to purchase a continuation of the policy's applicability (Run off), in exchange for a premium and deductible amounts as determined in the insurance policy, provided they are in accordance with market conditions at the time the policy is drafted.
The engagement will be approved by the Compensation Committee in accordance with the terms and principles detailed above, and subject to confirmation that the premium and other policy terms are reasonable, considering the Company's exposure, the scope of coverage, and market conditions, and that the engagement is not likely to materially affect the Company's profitability, assets, or liabilities.

6.7.2. The officers are entitled to receive letters of exemption and indemnification, in the version approved by the General Meeting on October 1, 2024 ('Letters of Exemption and Indemnification') and/or any letter of indemnification and exemption as approved from time to time in accordance with the law.

6.8. Directors' Compensation

6.8.1. The annual compensation and participation compensation ('the Compensation') of the external directors and the directors classified as independent ('the Eligible Directors') will be determined in accordance with the provisions of the Companies Regulations (Rules regarding Compensation and Expenses for an External Director), 2000, and in any case shall not exceed the maximum compensation set in the regulations, based on the Company's rank as specified in the compensation regulations.

6.8.2. Serving directors and/or those who will serve and who are not among the Eligible Directors will not receive compensation for their service as directors in the Company (except for the Chairman of the Board of Directors).

6.8.3. For the compensation cap of the Chairman of the Board of Directors, see Section 6.2.5 above.

6.8.4. Without derogating from the generality of the above, all directors, including external directors, shall be entitled to be included in officer liability insurance, indemnification, and exemption arrangements, in accordance with and subject to the Company's articles of association, as detailed in this policy, and to approvals as required by law.

After examining the terms of office and employment of the managers, the Compensation Committee and the Board of Directors determined that the terms of office and employment of the managers at the time the policy was determined are consistent with the 2026 compensation policy detailed above.

7. General

7.1. Approval of compensation for an officer in accordance with this compensation policy shall be by the authorized organs, and subject to the provisions of any law as applicable from time to time.

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7.2. The compensation policy is not intended to adversely change existing agreements between the Company and its officers, and the Company will maintain all existing arrangements in force at the time of approval of this compensation policy, as long as these agreements remain in force.

7.3. The Compensation Committee and the Board of Directors will examine, from time to time, the compensation policy as well as the need for its adjustment, among other things, in accordance with the considerations and principles detailed in the compensation policy. Such adjustments will be brought for approval in the manner prescribed by law.

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Fox-Wizel Ltd.

Voting Ballot

-Part One-

In accordance with the Companies Regulations (Written Voting and Position Notices), 2005 (hereinafter: 'the Regulations')

The immediate report to which this voting ballot constitutes an appendix shall hereinafter be referred to as the 'Summons Report' or 'the Report'.

Company Name: Fox-Wizel Ltd. (hereinafter: 'the Company').
Type of Meeting and Meeting Location: 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 St., Airport City ('the Company's offices').
Details of the subjects and the wording of the resolutions on the agenda for which voting can be done via a voting ballot:

3.1. Reappointment of the auditing accounting firm

It is proposed to reappoint the firm of Ernst & Young Israel - Kost Forer Gabbay & Kasierer, Accountants, as the Company's auditing accounting firm until the date of the next Annual General Meeting. For more details, see Section 1.2 of 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 the Meeting's approval

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. Yodfat Harel Buchris, Harel Wizel, Ishay Fox, and Naama Kaufman Pass (independent director) for an additional term of office, from the date of approval of their appointment by the General Meeting until the conclusion of the next Annual Meeting. It should be noted that Harel Wizel and Ishay Fox are not entitled to compensation for their service as directors in the Company. Furthermore, for details regarding the compensation paid by the Company for the services of Ms. Yodfat 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 (Ref: 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 annual compensation and participation compensation in the amount of the maximum sums set in the Companies Regulations (Rules regarding Compensation and Expenses for an External Director), 2000, and as paid to the Company's external directors.

For further details, see Section 1.3 of the agenda in the Summons Report.

It is noted that the vote regarding each of the directors will be conducted separately.

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

It is proposed to approve the extension of the term of Mr. Yuval Bronstein, who serves as an external director in the Company, for a third three-year term, starting July 7, 2026. Mr. Bronstein signed a declaration stating that the conditions required for his appointment as an external director in the Company are met in his regard according to the provisions of Sections 224b and 241 of the Companies Law. For further details, including the Audit Committee's decision regarding the classification of ties as negligible, see Section 1.4 of the agenda in the Summons Report.

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

It is proposed to approve an update of the 2026-2028 compensation policy provisions, which was approved by the Company's General Meeting of shareholders as part 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 a Senior Deputy CEO and a Deputy CEO (Profit Manager) (Section 6.3 of the Policy).

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The proposed update to the compensation policy with marked changes and a clean version after the implementation of the proposed update is attached hereto as Appendix B to the Summons Report. For more details, see Section 1.5 of the Summons Report.

3.5. Subject to the approval of the update to the 2026 compensation policy as mentioned in Section 3.4 above, the update of terms of office and employment for Mr. Assaf Wizel, including a private allocation of restricted stock 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 network 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 network's activity 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 updating the monthly salary to a total of 95,504 NIS gross, linked to the rise of the index compared to the index for April 2026, as well as a private offer of 1,500 restricted stock 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 subjects on the agenda:

The Summons Report and the voting ballot can be viewed at the Company's offices during regular business hours and by prior coordination with Atty. Aya Ben-David Ashbel, Deputy CEO and the Company's Legal Counsel, at Tel: 03-9050100, until the date the General Meeting convenes. Furthermore, the Summons Report and the voting ballot can be viewed on the Israel Securities Authority website, whose electronic address is www.magna.isa.gov.il, and on the Tel Aviv Stock Exchange Ltd. website: http://maya.tase.co.il (hereinafter: 'the distribution sites').

5. The majority required for passing the resolutions:

5.1. The majority required for passing the resolutions detailed in Sections 3.1 (reappointment of the auditing accounting firm) and 3.2 (reappointment of directors who are not external directors) is an ordinary majority of all votes of the shareholders present at the meeting who are entitled to vote and voted thereat, without taking into account abstentions.

5.2. The majority required for passing 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, themselves or through their representatives, provided that one of the following is met: (a) the count of the majority votes in the General Meeting shall include a majority of all votes of the shareholders who are not controlling shareholders in the Company or 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, who participate in the vote; in the count of all votes of said shareholders, abstentions will not be taken into account; Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes; (b) the total opposing votes among the shareholders mentioned in sub-paragraph (a) did not exceed a rate of two percent of the total voting rights in the Company.

5.3. The majority required for the approval of the update to the 2026 compensation policy provisions 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, themselves or through their representatives, provided that one of the following is met:

A. The count of the majority votes in the General Meeting shall include a majority of all votes of the shareholders who are not controlling shareholders in the Company or have a personal interest in the approval of the proposed resolution, who participate in the vote; in the count of all votes of said shareholders, abstentions will not be taken into account; Section 276 of the Companies Law shall apply to anyone who has a personal interest, with the necessary changes;

B. The total opposing votes among the shareholders mentioned in sub-paragraph (A) did not exceed a rate of two percent of the total voting rights in the Company.

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Fox-Wizel Ltd

c. It should be noted that notwithstanding the provisions of subsections (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 to approve the update of 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 includes a majority of all the 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 votes of said shareholders, the votes of those abstaining will not be taken into account;

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

Indicating the affiliation of a shareholder

A shareholder participating in the vote on resolutions 3.3-3.5 above, shall mark in the second part of the voting card, in the place designated for it, whether he is a controlling shareholder in the company as well as the existence or absence of a personal interest in connection with said resolution, as required by the provisions of the Companies Law, and shall describe the nature of the personal interest, to the extent it exists. One who did not mark as stated or did not describe the nature of the personal interest, his vote shall not be counted.

It is clarified that one who did not mark as stated or did not describe the nature of the personal interest or another characteristic as stated, his vote shall not be counted.

Validity of the voting card

7.1. The voting card will be valid for a shareholder for whose benefit 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 Registration Company ("unregistered shareholder")¹, only if proof of ownership is attached to it or if proof of ownership was sent to the Company via the electronic voting system, as defined in the Companies Regulations (Voting in Writing and Position Statements), 2005 ("the electronic voting system"). The voting card will be valid for those registered as a shareholder in the Company's shareholders' register ("registered shareholder"), only if a copy of an ID card, passport or certificate of incorporation is attached to it.

7.2. A shareholder interested in voting via this voting card must provide the voting card and the relevant documents as stated to the Company's offices at the address specified below, no later than four (4) hours before the time of convening the general meeting, for an unregistered shareholder, and no later than six (6) hours before the time of convening the general meeting, for a registered shareholder. For this purpose, the "time of delivery" is the time the voting card and the attached documents reached the Company's offices.

7.3. A voting card not delivered accordingly will be invalid.

Voting via the electronic voting system

¹ An unregistered shareholder is someone for whose benefit 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 Registration Company.

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8.1. An unregistered shareholder may vote via the electronic voting system, starting from the date of receiving approval 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 of convening the general meeting ("the 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, his late vote will be counted. The Company does not allow voting via the internet other than via the electronic voting system.

The Company's address for delivering voting cards and position statements: The Company's offices.
The Record Date - June 8, 2026
The last date for delivering position statements to the Company: Until June 26, 2026. A shareholder may contact the Company directly and receive from it, free of charge, the text of the position statements sent to it.
The last date for delivering the Board of Directors' response to position statements: Until July 1, 2026.
The voting cards and position statements are available on the distribution sites at their address above.
A shareholder may receive the proof of ownership at a branch of the TASE member or by mail, if requested. A request in this matter will be given in advance for a specific securities account. An unregistered shareholder may instruct that his proof of ownership be transferred to the Company via an electronic voting system.
An unregistered shareholder is entitled to receive by email, free of charge, a link to the text of the voting card and the position statements on the distribution site, as well as from the TASE member through which he holds his shares, unless he notified the TASE member that he is not interested in receiving such a link or that he is interested in receiving voting cards by mail for a fee; a notice regarding voting cards will also apply to receiving position statements.
One or more shareholders holding on the record date shares at a rate constituting five percent or more of the total voting rights in the company, as well as those 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 himself or through a proxy on his behalf, after the convening of the general meeting, to review the voting cards and voting records via the electronic voting system that reached the Company, at the Company's registered office, during regular business hours. The amount of shares constituting 5% of the total rights in the company (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) not held by the controlling shareholder in the company, is approximately 402,373 ordinary shares of the company.
Cancellation of a voting card - A shareholder may, up to twenty-four hours before the meeting convening time, contact the Company's offices, and after proving his identity, to the satisfaction of a certified representative on behalf of the Company, withdraw his voting card and proof of ownership, or cancel his vote.
After the publication of the voting card, there may be changes in the agenda of the general meeting, including adding an item to the agenda, and position statements may also be published. The updated agenda and published position statements can be viewed in the Company's reports on the distribution site.

A shareholder shall indicate his way of voting regarding each item on the agenda and regarding which it is possible to vote via this voting card in the second part of the voting card.

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Voting card according to the Companies Regulations (Voting in Writing and Position Statements), 2005

-Part Two-

Company Name : Fox-Wizel Ltd

Company Address (for delivery and mailing of voting cards) : 6 Hermon Street, Airport City, at Fox Group offices

Company No. : 512157603

Meeting Date : Monday, July 8, 2024, at 10:00

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

Record Date : June 8, 2024

Shareholder Details :

Shareholder Name : ...
ID No. : ...
Quantity of securities : ...
If the shareholder does not have an Israeli ID card -
Passport No. : ... Country of Issue : ... Valid until : ...
If the shareholder is a corporation -
Corporation No. : ... State of Incorporation : ... Quantity of securities : ...

Notification on the identity of the voter in accordance with the Securities Authority's directive regarding the voting method of interested parties, senior officers and institutional bodies in meetings: (Please mark ✓ in the appropriate place in the table)

Institutional investor	Interested party²	Senior officer³	I am not among 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 Method : (Please mark ✓ in the appropriate place in the table)

Agenda Items	Voting Method4			Regarding resolutions 3.3-3.5 Are you a controlling shareholder or have a personal interest in the approval of the resolution? 5
	In favor	Against	Abstain	Yes	No
3.1 Reappointment of the auditing accountant firm
3.2 Reappointment of Ms. Yodfat Harel Buchris as a director in the company
3.2 Reappointment of Mr. Harel Wizel as a director in the company
3.2 Reappointment of Ms. Naama Kaufman Pass as an independent director in the company
3.2 Reappointment of Mr. Ishar Fox as a director in the company
3.3 Extending the term of Mr. Yuval Bronstein as an External Director
3.4 Approval of updating the 2026 Compensation Policy provisions
3.5 Approval of updating the terms of office of Mr. Assaf Wizel including the allocation of restricted stock units

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

Date

Signature

4 No mark will be considered an abstention from voting.
5 A shareholder who does not fill this column or marks "Yes" and does not elaborate, his vote will not be counted.

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AI assistant

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

6795_rns_2026-05-31_d8f05670-ca20-4c8f-b290-32de769e4fb7.pdf

Fox-Wizel Ltd. (the "Company")

1. The Items and Resolutions on the Agenda of the Meeting:

1.1. Discussion of the Board of Directors' Report and the Company's Financial Statements for the year 2025

1.2. Re-appointment of the Auditing Accounting Firm

1.3. Re-appointment of Directors (who are not external directors) for an additional term of office starting from the date of the Meeting's approval

1.2. Method of implementing the existing compensation policy: agreements that are not in accordance with the compensation policy

1.3. Reasoning of the Compensation Committee and the Board of Directors for approving the update to the provisions of the 2026 Compensation Policy

1.4. Details regarding the controlling shareholders in the Company

1.5. The essence of the personal interest of the controlling shareholders in the approval of the update to the 2026 Compensation Policy provisions

1.6. The directors of the Company who have, to the best of the Company's knowledge, a personal interest in this resolution and the nature of this interest

1.7. The approvals required in connection with the approval of the update to the 2026 Compensation Policy provisions

1.8. The directors who participated in the Compensation Committee and Board of Directors meetings and details of the meetings

2. Subject to the update of the Compensation Policy provisions, updating the employment terms of Mr. Assaf Wiesel, including a private allocation of restricted stock units (Resolution No. 1.6 on the agenda)

2.1 General: The Proposed Resolution

2.2 Key terms of employment of Mr. Assaf Wiesel, as of the date of publication of the convening report

2.3 Private offer of restricted stock units (RSU) to Mr. Assaf Wiesel

The following details are provided in accordance with the Private Offer Regulations

2.3.1. Details about the Offeree

2.3.2. The quantity and the percentage that the Restricted Units will constitute of the issued and paid-up capital of the Company and of the voting rights therein after the allocation and on a fully diluted basis

Vesting period and vesting conditions of the Restricted Share Units

Method of exercise of the Restricted Units for the Offeree

Provisions that shall apply in the event of termination of office, employment or engagement

Adjustments that shall apply to the Restricted Units:

Details of the consideration and the way it was determined:

2.4. Controlling shareholders in the Company and/or officers who have, to the best of the Company's knowledge, a personal interest in updating the terms of tenure of Mr. Assaf Wizel and the nature of their personal interest

2.6 The way in which the consideration was determined

2.7 The approvals required for the approval of the update to the employment terms of Mr. Assaf Wizel

2.8 Details of transactions of the same type as the proposed engagements or similar engagements

2.9 Arguments of the Compensation Committee and the Board for the approval of the proposed remuneration to the beneficiaries of the engagements

2.10. Identity of the directors who participated in the Compensation Committee and Board meetings for the approval of the decisions

3. Convening of Meeting:

4. The Required Majority at the Meeting

6. Quorum

7. Voting Ballot and Position Statements

8. Voting via the Electronic System

9. Stating a Shareholder's Affiliation

10. Last date for including a subject on the agenda by a shareholder

11. Securities Authority Authority

12. Company Representative for Handling this Immediate Report

13. Review of Documents

Fox - Wizel Ltd.

Director Qualification Declaration

Declarations:

External Director Declaration

My Main Occupations in the Last Five Years:

Director Competence Declaration

Declarations:

Declaration of Director Fitness

Declarations:

Appendix A

Re: Criteria for examining a director as possessing accounting and financial expertise and/or professional qualification

Fox - Wizel Ltd. ("the Company")

Compensation Policy 2026-2028

1. General

2. Validity of Compensation Policy 2026

3. The Policy Objectives and Considerations that Guided the Company in Determining the Policy

3.1. The Company's Objectives and its Policy from a Long-Term Perspective

3.2. Incentivizing the Managers

4. Components of Compensation Policy 2026

5. Manner of Approving the Compensation Policy

6. The Compensation Policy

6.1 General

6.2 Fixed Compensation

6.2.2 The ratio between the monthly salary paid to Managers and the monthly salary paid to the rest of the Company's employees

6.2.3. Comparative Review (Benchmark)

6.2.5. Concentration of maximum monthly base salary data and related benefits

6.3. Annual Grant

6.4. One-time bonus

6.5 Equity Compensation

6.5.4. Ceiling:

6.6 Terms of Termination of Office

6.6.1. Advance Notice

6.6.2. Adjustment Payments

6.7 Indemnification, Exemption and Insurance

6.8. Directors' Remuneration

7. General

Fox-Wizel Ltd ("The Company")

Fox-Wizel Ltd. Proxy Solicitation & Information Statement 2026