Max Stock Ltd.

Investor Presentation • Jan 9, 2023

ICR 2023 - Max Stock Corporate Presentation

January 10, 2023

Disclaimer

This presentation, any question and answer session and any written or oral material discussed or distributed during the meeting to present this document or otherwise in connection with it (this "Presentation") is solely for the purpose of demonstration of information included in the financial statements of MAX Stock Ltd. ("MAX" or "the Company") as of September 30, 2022. This Presentation is not intended for distribution to, or use by any person or entity in, any jurisdiction or country where such distribution or use would be contrary to local law or regulation. This Presentation was prepared solely based on information obtained from MAX and public sources (including data obtained by MAX from industry publications and surveys) on or prior to the date hereof and has not been independently verified. MAX may not have access to the facts and assumptions underlying the numerical data, market data and other information included in such surveys . This Presentation only contains summary information and no representation or warranty, express or implied, is or will be made in relation to and no reliance should be placed on the fairness, accuracy, correctness or completeness of the information or opinions contained in this Presentation. The presentation only contains summary information, and does not replace the full disclosure contained in the 2021 annual report and the Q3 and 9 months of 2021 report of the Company.

This Presentation contains forward-looking statements, which are based on current expectations, projections and assumptions about future events and may differ materially from actual results due to variety of factors including, but not limited to change in the overall economy; and on local and global economy and MAX's ability to manage and develop its business. Statements contained in the Presentation, other than statements of historical fact, regarding future events or prospects, are forward-looking statements. These forward-looking statements can be identified by the use of words such as "aim," "anticipate," "believe," "continues," "could," "estimate," "expect," "intend," "goal," "may," "plan," "project," "projections," "should," "will" and other words that convey uncertainty of future events or outcome. Statements that MAX makes in this Presentation that are not statements of historical fact also may be forward-looking statements. Forward-looking statements are not guarantees of future performance, and involve risks, uncertainties, and assumptions that may cause our actual results to differ materially from the expectations that MAX describes in its forward-looking statements. There may be events in the future that MAX is not accurately able to predict, or over which MAX has no control. You should not place undue reliance on forward-looking statements. Although MAX may elect to update forward-looking statements in the future, MAX disclaims any obligation to do so, even if MAX's assumptions and projections change, except where applicable law may otherwise require MAX to do so. These forward-looking statements should not be relied upon as representing MAX's views as of any date subsequent to the date of this Presentation.

This Presentation does not constitute and is not intended to form part of any offer, or the solicitation of any offer, to buy, subscribe for or sell any securities in MAX or any subsidiary of MAX and nothing in this Presentation shall in any way constitute or form part of any legal agreement or be relied on in connection with, any contract, commitment or investment decision. Each recipient of the information contained in this Presentation is responsible for making its own independent assessment of the business, financial condition, prospects, status and affairs of MAX. No person shall have any right of action against MAX or any other person in relation to the accuracy or completeness of the information contained in the Presentation.

This Presentation and the information contained herein are not a solicitation of an offer to buy securities or an offer for the sale of securities in Israel, in the United States or in any other jurisdiction in which such solicitation or offer are not allowed. MAX has not and does not expect to register any securities that it may offer under the Securities Act, or the securities laws of any state of the United States or any other jurisdiction thereof, and any such securities may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from registration.

Nothing in this Presentation constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

By attending this Presentation and/or receiving this document, you are agreeing to the terms and conditions set forth above.

This presentation includes certain financial measures not presented in accordance with International Financial Reporting Standards ("IFRS"), including Adjusted EBITDA. These financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing the Company's financial results. Therefore, these measures should not be considered in isolation or as an alternative to net loss or other measures of profitability, liquidity or performance under IFRS. You should be aware that the Company's presentation of these measures may not be comparable to similarly titled measures used by other companies, which may be defined and calculated differently. See the appendix for a reconciliation of certain of these non-IFRS measures to the most directly comparable IFRS measure.

We are Israel 's leading extreme value retailer

We offer a broad assortment of quality products for customers' everyday needs at affordable prices, helping customers "Dream Big, Pay Small"

Strong Underlying Israeli Macro Trends

Rapid Historical GDP Growth(1)

(\$Billions)

Young Population With Median Age of 30(2)

Highest Fertility Rate in the OECD(3)

1) Source: International Monetary Fund as of November,2022

2) Source: CIA World Data – Latest available data.

3) OECD comprised of 54 countries. 2020 data.

Company Overview

• 3) Last twelve months ending September 2022
• 4) As of December 2022
• 5) Net SqM defined as commercial area in SqM excluding e.g., storage and office spaces. Data refer to owned stores only as of September 2022.

Publicly listed on TASE

²⁾ Other comprised of over 25 subcategories with the largest being OTC Pharmaceutical, Candy, Electronics, Phone Accessories and Outdoors

Our Competitive Advantages

Strong brand

1 player in Israel and one of Israel's favorite brands

Growing organic and unpaid brand awareness led by word of mouth

Differentiated sourcing model

Proven track record and high expertise in sourcing inventory and understanding customer needs

Long standing relationships with leading Chinese, European and Israeli suppliers

Low price leader with powerful value proposition

Everyday low prices from day one

Passionate management team

Founder-led management team with collaborative culture

Breadth of selection

Broad assortment of quality products

~60% non-discretionary, everyday needs

National & growing scale

Growing presence across Israel, with significant whitespace opportunity to further expand footprint

Treasure hunt experience

~40% exciting, constantly rotating seasonal favorites that capture seasonal shopping trends

Broad customer base

Serving different demographics and income ranges in Israel, appealing to a broad range of consumer profiles

3) Of which 0.7k are B&M UK stores (vs. Heron and France stores)

We Capture all Elements of Best-in-Class Concepts

Breadth of Selection

Energetic, Preferred Shopping Experience

We are Best-in-Class in Sales per SqM

Source: FactSet, public filings and MAXO estimates. Max Stock annual sales per SqM based on reported NIS 19.1k. . All other players based on FY 2021 annual revenue divided by EoY SqM. Revenue based on latest fiscal year available and (if not denominated in USD) converted into USD based on USD : Euro exchange rate of 0.94; USD : GBP of 0.83 and USD : CAD exchange rate of 1.36, USD : RUB exchange rate of 69.45, as of December 24, 2022.

…with One of the Highest Gross Margins in the Space

…and Robust EBITDA Margins

Our Secret Sauce

Right Product Right Price Right Experience

Revenue Contribution and Growth, per Category

% of Sep'22 YTD NIS Revenue and YoY growth

13

Our addressable Israeli market is constantly growing, as we expand our assortment of quality products and add more categories

Product Mix

60%

Broad assortment of quality products for customers' everyday needs

40%

Ever-changing products that capture Seasonal shopping trends

40% Ever-changing products that capture seasonal shopping trends

Easy-to-Navigate Store Layout

Growth Strategies

Looking Forward

Looking Forward: Double Net SqM vs. 2019

Dual Format Store Strategy for All Real Estate Markets

• Located in suburban markets with ample parking
• • Average store sizes of~1,800 SqM /~19,500 sq. ft.(1)

Full assortment of merchandise

Mostly majority owned: 40 stores (31 are majority owned; 9 are franchised )

Main format priority for current expansion

Second priority growth engine

1. Represents Company owned stores

Max (Big Box Format) Mini Max (Small Box Format)

• Located in city centers
• Average store sizes of ~200 SqM /~2,150 sq. ft.

Typically, lower ticket prices

Mostly franchised concept: 16 stores (15 are franchised; 1 is majority owned)

Portugal & Spain

Updates

Collaboration for Creating a Max Stock Chain in Portugal

• Joint Venture held 75% the Company/ 25% by Fortera
• JV will initially operate in Portugal and may subsequently also expand into Spain
• Initial financing: up to EUR 5 million
• MAXO has control over the jointly-owned company, with a majority on its board of directors and the right to appoint the General Manager
• Mr. Roy Ben-Nun, who serves as the Company's Chief Overseas Operations, is anticipated to serve as General Manager of the jointly-owned company

Why Portugal?

Estimated €12bn. relevant market size(1)

Underpenetrated discount market

High consumer demand for low cost

Synergetic sourcing model

Strong local partners

E-Commerce still nascent

Potential expansion into Spain as a 2 nd step

Financial Highlights and KPIs

Updates

Annual and LTM Financial Highlights

* Excluding one-time bulk operations in 2020

Annual and LTM Financial Highlights (cont'd)

Adjusted EBITDA Pre IFRS 16 (1) (NIS mm)

1.8x

Adjusted EPS Attributable to Shareholders and NI margin (2) (NIS) 1.7x

• (1) Adjusted EBITDA pre IFRS 16 = EBIT + D&A + other costs (including IPO costs in 2020 ) + stock-based compensation (SBC) + one-time bulk operation (in 2020) - the impact of IFRS 16

• (2) Net Income (NI) and EPS (both attributable to shareholders) adjusted for stock-based compensation (SBC), one-time bulk operation in 2020 and IPO costs in 2020

Our KPIs

Sales per SqM (NIS 000s) 18.9 19.1 17.1 15.9 EoY 2018 EoY 2019 EoY 2020 EoY 2021 YoY Growth +8.0% +10.4% +1.1% +20.6%

0.8% 5.8% 11.5% 6.5% (1.1%) 2018 2019 2020 2021 YTD Sep'22

* Vs. the prior period and reflecting all owned stores in the period.

Liquidity, Cash Flows and Capital Deployment

Annual Dividends and Share Buyback (NIS M)

Ample liquidity and conservative debt on Balance Sheet to ensure financial flexibility

Cash Position(1): NIS 82.6M

Net Cash Position(1)(2) NIS 34.0M

Typically, modest capital expenditures and working capital needs

¹As of Sep 30, 2022 ² Net Cash = Debt minus Cash

Talia Sessler

Chief Corporate Development & IR Officer

talia@maxstock.co.il +972-50-7000155

Q3 Financial Highlights

Gross Profit*

• Excluding one-time bulk operations in 2020

• (1) Adjusted EBITDA pre IFRS 16 = EBIT + D&A + other costs (including IPO costs in 2020 ) + stock-based compensation (SBC) + one-time bulk operation (in 2020) - the impact of IFRS 16

• (2) Net Income (NI) and EPS (both attributable to shareholders) adjusted for stock-based compensation (SBC), one-time bulk operation in 2020 and IPO costs in 2020

Historical Quarterly P&L NIS M

	Q3 2019	Q3 2020	Q3 2021	Q3 2022
from sales Revenue	210 1	260 0	253 6	289 4
from fees Revenue commissions /	0 0	1 9	2 0	4 1
Total Revenue	210 1	262 0	255 6	293 5
growth YoY		24 7%	-2 4%	14 8%
profit Gross , excluding onetime bulk operation	82 1	102 5	98 6	117 7
of % Revenue	39 1%	39 1%	38 6%	40 1%
S&M	44 9	48 2	53 8	66 5
G&A	6 9	8 2	10 9	13 7
Total SG&A	51 8	56 4	64 7	80 2
Less: SBC	0 0	0 0	(3 9)	(3 4)
excluding SG&A SBC	51 8	56 4	60 8	76 8
of % Revenue	24 7%	21 5%	23 8%	26 2%
Other income	(0 1)	(0 6)	0 0	0 0
Other expenses	1 2	5 3	0 0	0 4
GAAP EBIT	29 2	41 4	33 9	37 2
of % Revenue	13 9%	15 8%	13 3%	12 7%
Adj and other) EBIT (exc SBC , onetime	30 3	46 0	37 8	40 9
of % Revenue	14 4%	17 6%	14 8%	13 9%

Historical Quarterly P&L and Net Income Reconciliations NIS M

	Q3 2019	Q3 2020	Q3 2021	Q3 2022
Interest expenses, net	3 0	3 8	4 4	8 4
Interest expenses onetime bulk operation	0 0	1 4	0 0	0 0
EBT	26 1	36 1	29 6	32 4
Adj EBT (exc SBC , onetime and other)	27 2	42 2	33 5	36 1
Taxes	6 1	9 9	8 6	8 4
GAAP Net Income	20 0	26 2	20 9	24 0
of % Revenue	9.5%	10.0%	8.2%	8.2%
Adj , one-time bulk Net Income (exc SBC	20 0	31 8	24 8	27 4
of % Revenue	9.5%	12.1%	9.7%	9.3%
income attributable shareholders Net to	16 5	20 7	17 1	19 6
Net income attributable non-controlling interests to	3 5	5 5	3 8	4 4
	20.0	26.2	20.9	24.0
Adjustments: Net Income
SBC	0 0	0 0	3 9	3 4
Onetime bulk operation of , net taxes	0 0	1 1	0 0	0 0
Costs IPO Issuance / Expenses	0 0	4 5	0 0	0 0
Total Net Income Adjustments	0.0	5.6	3.9	3.4
Adjusted - Attributable shareholders Net Income to	16 5	26 3	21 0	23 0
Adjusted - Attributable Net Income to non
controlling interests	3 5	5 5	3 8	4 4
Adjusted Net Income	20.0	31.8	24.8	27.4
Basic Shares O/S (000s)	142 3	142 3	142 3	141 7
, attributable shareholders EPS to	0 12	0 15	0 12	0 14
Adj attributable shareholders . EPS to	0.12	0.18	0.15	0.16

Historical Quarterly EBITDA Reconciliations NIS M

	Q3 2019	Q3 2020	Q3 2021	Q3 2022
Net Income	20 0	26 2	20 9	24 0
Plus Interest Expense net ,	3 0	3 5	4 4	8 4
Plus Income Taxes	6 1	9 9	8 6	8 4
Plus D&A	9 5	11 8	12 8	16 4
Plus Other Expense	1 1	4 7	0 0	0 4
Other EBITDA Post IFRS 16 (exc Expenses)	39 8	57 8	46 8	53 9
Plus SBC		0 0	3 9	3 4
Minus IFRS 16	(10 2)	(12 0)	(14 4)	(15 4)
Adjusted and IFRS 16 SBC EBITDA Pre (exc
Other Expenses)	29 6	8 45	36 3	41 9
Onetime bulk operation	0 0	0 0	0 0	0 0
Adjusted 16 , excluding onetime EBITDA Pre IFRS
bulk operation	29 6	45 8	36 3	41 9
of % Revenue	14 1%	17 5%	14 2%	14 3%

YTD Sep'22 Financial Highlights

* Excluding one-time bulk operations in 2020

• (1) Adjusted EBITDA pre IFRS 16 = EBIT + D&A + other costs (including IPO costs in 2020 ) + stock-based compensation (SBC) + one-time bulk operation (in 2020) - the impact of IFRS 16

• (2) Net Income (NI) and EPS (both attributable to shareholders) adjusted for stock-based compensation (SBC), one-time bulk operation in 2020 and IPO costs in 2020

YTD Sep'19 YTD Sep'20 YTD Sep'21 YTD Sep'22

YoY Growth +7.8% +18.6% 10.8% Gross Margins 39.5% 39.3% 38.8% 39.5%

Note: Totals may be sightly impacted by minor rounding differences.

Historical Sep'22 YTD P&L NIS M

	YTD Q3 2019	YTD Q3 2020	YTD Q3 2021	YTD Q3 2022
Revenue from sales	562.2	605.2	724.9	785.8
Revenue from commissions / fees	0.0	4.4	6.3	11.3
Total Revenue, excluding onetime bulk operation	562.2	609.6	731.2	797.1
YoY growth		8.4%	19.9%	9.0%
Revenue from onetime bulk operation		124.8	0.0	0.0
Total Revenue	562.2	734.4	731.2	797.1
YoY growth		30.6%	-0.4%	9.0%
Gross profit (excluding onetime bulk operation)	222.1	239.4	284.0	314.7
% of Revenue (excluding onetime bulk operation)	39.5%	39.3%	38.8%	39.5%
Gross profit onetime bulk operation		14.3
% of Revenue		11.5%
S&M	123.1	118.1	149.6	185.2
G&A	18.0	20.2	32.8	39.6
Total SG&A	141.1	138.2	182.4	224.8
Less: SBC		0.0	(11.6)	(11.1)
SG&A excluding SBC	141.1	138.2	170.8	213.7
% of Revenue, excluding onetime bulk operation	25.1%	22.7%	23.4%	26.8%
% of Revenue	25.1%	18.8%	23.4%	26.8%

Historical Sep'22 YTD P&L and Net Income Reconciliations NIS M

Historical Sep'22 YTD EBITDA Reconciliations NIS M

	YTD Q3 2019	YTD Q3 2020	YTD Q3 2021	YTD Q3 2022
Net Income	55.4	64.2	66.3	55.5
Plus Interest Expense, net	7.9	25.0	11.9	13.8
Plus Income Taxes	16.9	22.1	24.9	20.4
Plus D&A	28.7	31.7	37.8	47.7
Plus Other Expense	0.7	4.2	(1.6)	0.2
EBITDA Post IFRS 16 (exc. Other Expenses)	109.6	147.2	139.4	137.7
Plus SBC		0.0	11.6	11.1
Minus IFRS 16	(29.7)	(33.1)	(41.5)	(45.7)
Adjusted EBITDA Pre IFRS 16 (exc. SBC and Other
Expenses)	79.9	114.1	109.5	103.1
Onetime bulk operation	0.0	(14.4)	0.0	0.0
Adjusted EBITDA Pre IFRS 16 (exc. Onetime bulk
operation, SBC and Other Expenses)	79.9	99.7	109.5	103.1
% of Revenue, excluding onetime bulk operation	14.2%	16.4%	15.0%	12.9%