Roadshow Presentation

September 2020

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Offering Summary

Issuer	Max Stock Ltd.
Ticker / Exchange	MAXO / TASE
Ordinary Shares Offered	37,777,777 Million Shares (100% Secondary)
Over-Allotment Option:	15% (100% Secondary)
Filing Range	NIS 9.00 – NIS 11.00
Selling Shareholders	Moose Holdco Ltd. / AMI Opportunities Fund (advised by Apax Partners) and other selling shareholders
Expected Pricing	September 14th Post Market Close
Lock-up Period	90 Days
Active Bookrunners	Jefferies (Global Coordinator) Leumi Partners (Co-Lead Local Manager), Leader Capital Markets (Lead Local Manager)
Co-Managers	Barak Capital, Discount Capital, Poalim IBI

Today's Presenters

Evan Neumann

Co-CEO

Nir Dagan

CFO

The Value Leader of Israeli Retail

Company Overview

^◼ A leading extreme value retailer of everyday essential items in Israel
- ─ Up to 50% lower prices than conventional retailers
^◼ Broad selection of merchandise across six major categories
- ─ Known for exciting entry aisle of constantly rotating seasonal favorites
^◼ Operate 50 stores(1) across all market segments via dual format strategy
- ─ Max: Large format (average ~1,800 SqM / ~19,500 SqFt(2)) mostly company operated store in suburban markets
- ─ Max 20: Smaller format (average ~200 SqM / ~2,150 SqFt) mostly franchised store in city centers; all products priced under NIS 20 (~\$6)
^◼ "Partner" manager model drives superior store level execution
^◼ Attractive new store model supports compelling whitespace opportunity with ability to more than double store count in Israel(3)
^◼ Deep and developed management team with collaborative culture

50 Locations Across Israel(1) Toys & Baby 12% Office / School Supplies 11% Consumables 10% Apparel Basics Arts & Crafts 9% 7% Other 22% Housewares 28% (5)

⁴⁾ Product mix representative of fiscal year 2019 figures.

5) Other comprised of over 25 subcategories with the largest being OTC Pharmaceutical, Candy, Tools/Hardware, Electronics, Winter Goods, Phone Accessories and Outdoors.

2) Represents company owned stores.
3) Whitespace study per Geocartography Group and Company estimates.

Broad Selection of Quality Products(4)

¹⁾ Operates 50 stores as of July 31, 2020.

Track Record of Strong Financial Performance

Adjusted EBITDA(6)

Represents opportunistic sales from personal protective equipment

Note: Financials presented are on a pre-IFRS 16 basis; see appendix for a reconciliation to post-IFRS 16. Comparable store sales figures reflective of company-owned stores. Israeli Shekels converted to U.S. Dollars at the August 30th, 2020 exchange rate of 0.298. 1) 2019 "Max" store decline due to conversion of two stores to a "Max 20" format; Max has never closed a company-owned store.

4) LTM Q2'20 margins exclude the impact of sales from personal protection equipment.

5) Represents 1H'20 comparable store sales; negative due to COVID-19 related store closures in the months of March and April.

3) Company saw increased margin pressure from rapid company expansion (see page 23).

2) Operates 50 stores as of July 31, 2020.

6) Adjusted EBITDA defined as Net Income + Net Interest Expenses + D&A + Other Expenses - the impact of IFRS 16; see appendix for a reconciliation.

Our Mission is to Help Customers "Dream Big, Pay Small" for Everyday Essentials

Capturing Elements of Best-in-Class Concepts

Strong Underlying Israeli Macro Trends

Key Highlights of Economy (Through 2/29/20)(1)

Low interest rates and inflation
Low public debt to GDP (61%)
High savings rate: NIS 1.6 trillion of domestic AUM and growing fast (up 250% over 10 years)

"Israel's economy continues to register remarkable macroeconomic and fiscal performance. Growth is strong and unemployment low and falling. With low interest rates and price stability, financial policy is prudent, and public debt is comparatively low and declining."

– OECD, March 2018

Young Population With Median Age of 30(3)

Source: Israel Central Bureau of Statistics and OECD as of February 29, 2020.

1) Source: Prequin: "The Growing Momentum in Israeli Exposure to Private Capital".
2) Source: International Monetary Fund as of February 29, 2020.
3) Source: Central Intelligence Agency. 4) OECD comprised of 54 countries.

Rapid Historical (Pre-COVID) GDP Growth(2)

Investment Highlights

Broad Assortment of Quality Products for Customers' Everyday Needs 1

Treasure Hunt Experience in an Energetic, Preferred Shopping Environment 2

Low Price Leader With Powerful Value Proposition 3

Differentiated Sourcing Model Led by Tenured Procurement Team 4

"Partner" Store-Level Managers Drive Superior Store Level Execution 5

6 Compelling New Store Model With Tremendous Whitespace Opportunity

7 Significant Infrastructure Investment Completed to Scale Growth

Broad Assortment of Quality Products for Customers' Everyday Needs

Overview

^◼ Offers a mixture of Max labeled and branded products of everyday essentials
- ─ 60% essentials vs. 40% non-essentials
^◼ Up to 50% lower prices than conventional retailers
^◼ Rotating first aisle of seasonal favorites driving traffic
^◼ Max 20 offers the most popular SKUs in a smaller box format

Broad Selection of Products Across Merchandise Departments

Treasure Hunt Experience in an Energetic, Preferred Shopping Environment

Easy-to-Navigate Store Layout

Our First Aisle of Ever-Changing Products Captures Seasonal Shopping Trends

Weekly Shabbat Celebration Drives Traffic Year-Round

Low Price Leader With Powerful Value Proposition

…Driving Brand Loyalty as Customers Recognize Max as the Value Retailer of Choice

Differentiated Sourcing Model Led by Tenured Procurement Team

"Partner" Store-Level Managers Drive Superior Store Execution

The "Partner" Store-Level Manager Model… …Drives Considerable Benefits to Max

^◼ As Max opens new Company-owned stores, storelevel managers are given the opportunity to make a minority investment in the store
- ─ Store-level managers are promoted internally after working in store operations for several years
^◼ Max's family-like culture promotes strong company loyalty and has resulted in extremely low turnover
- ─ Managers average ~7 years of tenure

Illustrative Manager Profit Share Overview Selected Manager Responsibilities

^◼ Ability to alter merchandising mix for some products based on local preferences
- ─ New IT investments facilitate inventory / order management via an iPad / tablet application
^◼ Hiring and training of store employees
^◼ Deliver superior customer service and a connection to local community

Dual Format Store Strategy for All Real Estate Markets

^◼ Full assortment of merchandise
^◼ Located in suburban markets
^◼ Company majority owned with manager owning a minority stake in the store
^◼ Main format for new store model expansion
^◼ Average store sizes of~1,800 SqM (~19,500 sq. ft.(2))

Highly Accessible Locations With Ample Parking Conveniently Located in Urban Centers

(1) Includes mandatory VAT of 17%. Israeli Shekels converted to U.S. Dollars at the August 30th, 2020 exchange rate of 0.298.

(2) Represents company owned stores.
(3) Additional 2.0% payment on all store purchases and a profit margin on merchandise imported directly by Max and sold to the franchised store.

Max (Large Box Format) Max 20 (Small Box Format)

^◼ Curated merchandise priced at NIS 20 (~\$6) or below(1)
^◼ Located in city centers
^◼ Mostly franchised concept; franchisees responsible for initial capital outlay and initial fee
- ─ Average revenue royalty rate of ~3%(3)
^◼ Average store sizes of ~200 SqM (~2,150 sq. ft.)

Compelling New Store Model With Tremendous Whitespace Opportunity…

Max New Store Economic Model Overview

^◼ Payback period of less than two years
^◼ Four year ramp until maturity
^◼ Target same payback for all geographies and store sizes

Max New Store Economic Model (Large Store Format)(1)

(NIS / USD Thousands)

		Year 1
s n o pti	Revenue	~30,000 NIS / \$8,925
m u s s	(2) Max Store-Level EBITDA Contribution	~3,250 NIS / \$975
A el d o M	Store-Level EBITDA Margin %	~11%
	Cash-on-Cash Return	~75%

Tremendous Whitespace Opportunity; Ability to Double Store Count in Medium-to-Long-Term

Note: Cash-on-cash returns defined as store-level EBITDA divided by total initial net cash investment. Israeli Shekels converted to U.S. Dollars at the August 30th, 2020 exchange rate of 0.298.

(1) Expected new store economics. Actual results may differ.

(2) Store-Level EBITDA defined as Revenue less Cost of Goods Sold less Operating Expenses plus D&A; includes 3% of additional costs allocated at the store level relating to the sale of goods from Max Stock.

…And Superior Financial Metrics

Operational Metrics

Source: Wall Street research and public company filings as of July 31, 2020.

(1) Calculated as 2019 Revenues divided by total selling SqM. (2) Three-year stacked comparable sales represents fiscal year 2017 – 2019. 3) B&M financial metrics represent B&M U.K. stores.

4) Reflects total company-owned store sales divided by total company-owned store square meters in 2019; Israeli Shekels converted to U.S. Dollars at the August 30th, 2020 exchange rate of 0.298.

5) Represents blended Sales per SqM for America's Best and Eyeglass World banners.

Significant Infrastructure Investment Completed to Scale Growth

Comparable Store Sales Impact

Commentary

^◼ In 2018, constructed a new Distribution Center in Caesarea to keep up with high product demand A
- ─ Difficulty getting the Distribution Center running at full capacity caused operational issues at stores
^◼ Max's stores were closed during April 2020 due to COVID-19, which is driving negative comparable store sales for H1'20 B
^◼ In 2018, the Company saw increased margin pressure due to: C
- ─ 6% minimum wage increase in Israel
- ─ Investment in IT infrastructure to support growth
- ─ Built out corporate operations teams to support growth
- ─ Increased rent expense due to larger box size of new store format that will mature in a few years
^◼ Second Distribution Center (6,800 SqM) opened in 2020 to support future growth D

Completed Corporate Initiatives to Support Future Store Growth

Note: Financials presented are on a pre-IFRS 16 basis; see appendix for a reconciliation to post-IFRS 16.

2) LTM Q2'20 Adjusted EBITDA margin excludes the impact of sales from personal protection equipment.

¹⁾ Adjusted EBITDA defined as Net Income + Net Interest Expenses + D&A + Other Expenses - the impact of IFRS 16; see appendix for a reconciliation of Adjusted EBITDA.

Passionate Founder-Led Management Team With Collaborative Culture

Best-in-Class Management Team…		…Supported by Highly Committed Employees
Ori Max Founder and Co-CEO	Years in Retail 20+ Years
Evan Neumann Co-CEO	20+ Years	~1,800 Employees(1) Committed to Helping Customers "Dream Big, Pay Small"
Shlomo Cohen Chief Operating Officer	20+ Years
Nir Dagan Chief Financial Officer	4 Years	22 "Partner" Managers Help Cultivate an
Ifat Nir Katz General Counsel	14 Years	Immersive and Satisfying Shopping Experience
Oz Korsia Chief Logistics Officer	15 Years
Roy Ben Nun VP of Trade	18 Years	Max Prioritizes Hiring People With Disabilities to Build a Culture of Inclusion and Diversity

Growth Strategies

Our Focus on Future Growth

Creating Israel's Leading Value Retailer

Drive Comparable Store Sales

Leverage Infrastructure Investments To Drive Consistent Future Growth

Increase Traffic and Basket Size By Providing a Differentiated Shopping Experience

Enhance Customer Experience Through Exceptional Service and Digital Engagement

Provide Value and Variety to Customers Through Dynamic Merchandising Offering

Leverage First Aisle of Ever-Changing Products to Capture Seasonal Demand

Roll-Out Loyalty Program and Track Customer Data Analytics

Enhance Distribution Capabilities to Drive Increased Inventory Replenishment Rates

Historical Comparable Store Sales

Drive Comparable Store Sales

Continue to Expand Product Offering

Case Study: Expansion into Toys

^◼ Expanded toy category in 2018 to offer greater selection of products
^◼ Sourcing model creates flexibility to quickly shift the product mix as economic and consumer preferences evolve
- ─ Secondary market continues to drive opportunities for SKU diversification

Toy Sales as a % of Revenue

^◼ Opportunity to more than double the store base and square meters in Israel over the medium-to-long-term(1)
^◼ The Company's site selection process targets new locations with ~30K population within a 15 - 20 minute drive, ~2,000 square meter store size and easy access / ample parking
^◼ Proven portability across multiple market segments
- ─ Dual store format allows the Company to serve customers in urban and suburban locations
^◼ In 2018, the Company opened a new 8,200 SqM distribution center in Caesarea and an additional 6,800 SqM of distribution center space in 2020, also in Caesarea
- ─ Consolidates the Company's logistics operations, facilitates future revenue growth and increases the percent of direct imports (private label)
^◼ Ability to test opportunities outside of Israel

Increase Brand Awareness and Customer Engagement

Expand Omni-Commerce Capabilities

Planned Rollout of a Digitally Integrated Omni-Commerce Platform

^◼ We are currently working on our omni-commerce strategy and plan to implement elements of our strategy in the next twelve months
^◼ Given the lack of scaled eCommerce players in Israel, Max's planned omni-commerce strategy has the potential to strongly resonate with customers and reinforce Max's position as the value retailer of choice in Israel

Execute on Operating Margin Enhancements

Historical Financial Review

Historical Financial Performance

Adjusted EBITDA(6)

Represents opportunistic sales from personal protective equipment

4) LTM Q2'20 margins exclude the impact of sales from personal protection equipment.

5) Represents 1H'20 comparable store sales; negative due to COVID-19 related store closures in the months of March and April.

2) Operates 50 stores as of July 31, 2020.

3) Company saw increased margin pressure from rapid company expansion (see page 23).

6) Adjusted EBITDA defined as Net Income + Net Interest Expenses + D&A + Other Expenses - the impact of IFRS 16; see appendix for a reconciliation.

H1'20 Financial Update

(NIS / USD Millions)

^◼ Due to COVID-19, on March 15th, 2020, the Israeli government began to restrict travel and retail operations, resulting in business disruptions and store closures for Max until May 1st, 2020
^◼ Despite temporary store closures due to COVID-19, Max drove 34% year-over-year sales growth in H1'20 including sales of COVID-19 related goods to businesses and government entities
- ─ Max leveraged its sourcing capabilities and distribution centers to sell COVID-19 related goods directly to businesses and government entities
- ─ Considerable demand for personal protection equipment temporarily lowered operating margins for the quarter
^◼ Comparable store sales declined (7%) in H1'20 driven by store closures during March and April
^◼ Despite store closures in March and April and excluding one-time COVID-19 related goods sales, Max grew Adjusted EBITDA and Net Income in H1'20 by 7% and 11%, respectively, vs. the same period last year

Strong H1'20 Financial Performance Despite Store Closures Throughout April

Note: Financials presented on a pre-IFRS 16 basis; see appendix for a reconciliation to post-IFRS 16. Israeli Shekels converted to U.S. Dollars at the August 30th, 2020 exchange rate of 0.298.

(1) H1'20 margins exclude impact of sales from personal protection equipment.
(2) Adjusted EBITDA defined as Net Income + Net Interest Expenses + D&A + Other Expenses the impact of IFRS 16; see appendix for a reconciliation.

Strong Balance Sheet

^◼ Max has ample liquidity and strong free cash flow generation to support future growth
^◼ Conservative debt on the balance sheet to ensure financial flexibility
^◼ Modest capital expenditures and working capital needs

Key Points Summary Balance Sheet

(NIS Thousands)

Balance Sheet as of	6/30/2020	6/30/2019	12/31/2019
Current Assets	310,255	206,169	217,777
Right of Use Assets	359,452	294,900	370,165
Other Non-Current Assets	51,834	43,807	44,955
Total Assets	721,541	544,876	632,897
Short-Term Lease Liabilities	48,242	43,811	47,216
Other Current Liabilities	162,596	115,273	100,204
Long-Term Lease Liabilities	336,910	271,922	344,162
Other Non-Current Liabilities	25,318	26,861	21,259
Total Liabilities	573,066	457,867	512,841
Equity	148,475	87,009	120,056
Total Liabilities and Equity	721,541	544,876	632,897

Capitalization Structure at IPO

(NIS / USD Thousands)

Capitalization as of 6/30/2020	Balance (NIS / \$)	Leverage
Cash and Cash Equivalents	NIS 122,486 / \$36,470
Line of Credit	NIS 40,000 / \$11,910	0.3x
Short-Term Debt	NIS 17,434 / \$5,191	0.1x
Long-Term Debt	NIS 23,354 / \$6,954	0.2x
Total Debt	NIS 80,788 / \$24,055	0.7x
Net Debt / (Cash)	(NIS 41,698) / (\$12,416)	(0.4x)

(1) Based on LTM Q2'20 Adjusted EBITDA of: NIS 116,977 / \$34,830

Note: Israeli Shekels converted to U.S. Dollars at the August 30th, 2020 exchange rate of 0.298.

(1) Adjusted EBITDA defined as Net Income + Net Interest Expenses + D&A + Other Expenses - the impact of IFRS 16; see appendix for a reconciliation.

Long-Term Financial Targets