Retailors

Regulatory Filings • May 6, 2021

Investor presentation

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This slide show presentation (this "Presentation") has been prepared by Retailors Ltd. (the "Company") for informational purposes only and should not be used in making any investment decision.

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You should not place undue reliance on forward-looking statements. Although the Company may elect to update forward-looking statements in the future, the Company disclaims any obligation to do so, even if the Company's assumptions and projections change, except where applicable law may otherwise require the Company to do so. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date of this Presentation.

The Deloitte commercial due diligence report ("Deliverable") dated 2 March 2021, referenced in the Presentation may solely be used in connection with the Early Look Presentation, the Analyst Presentation, the Pilot Fishing presentation, this Presentation and the Prospectus that form part of the Company's IPO on the Tel Aviv Stock Exchange, and may not be incorporated into any other filings or public reports, in any jurisdiction. Further, the Deliverable may not be used for other purposes without Deloitte's prior written consent.

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. Neither this Presentation nor any part or copy of it may be taken or transmitted into the United States, or published, released, disclosed or distributed, directly or indirectly, in the United States, as that term is defined in the United States Securities Act of 1933, as amended (the "Securities Act"), except to a limited number of qualified institutional buyers ("QIBs"), as defined in Rule 144A under the Securities Act. Neither this Presentation nor any part or copy of it may be published, released, distributed or disclosed outside of Israel. Any failure to comply with this restriction may constitute a violation of the applicable Israeli or other jurisdictions securities laws. The publication, release, distribution or disclosure of this Presentation in other jurisdictions may also be restricted by law and persons into whose possession this Presentation comes should inform themselves about and observe any such restrictions.

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 (within the meaning of Regulation S under the Securities Act). The Company 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.

This Presentation does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation"). In member states of the European Economic Area ("EEA"), this Presentation and its contents are only addressed to and directed at "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). By accessing this information, you represent that you are (i) outside the EEA or (ii) a Qualified Investor.

In the United Kingdom, this Presentation and its contents are only being distributed to and are directed only at: (i) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities and other persons to whom it may be lawfully communicated, falling within Article 49(2)(a) to (e) of the Order (all such persons together being referred to as "Relevant Persons"). Moreover, in the United Kingdom, this Presentation and its contents are only addressed to and directed at "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018. By accessing the Information, you represent that you are: (i) outside the United Kingdom or (ii) a Relevant Person and such a qualified investor.

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. If you have received or are accessing this Presentation and do not fall within the permitted categories above, you must return it immediately to the Company.

By receiving or accessing this Presentation, you are agreeing to the terms and conditions set forth above. You are reminded that this Presentation has been delivered and/or presented to you on the basis that you are a person into whose possession the attached Presentation may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver the Presentation to any other person.

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.

The statements and information contained in the presentation are the sole responsibility of Retailors, and Nike and Foot Locker have neither approved the presentation nor do Nike and Foot Locker have any responsibility for its contents.

References to Foot Locker Europe in this presentation denote Foot Locker stores in Europe operated by Retailors in a joint venture with Foot Locker, in which Retailors has a 49% interest (the "Foot Locker Europe JV"). The Foot Locker Europe JV is not consolidated by Retailors. As such, earnings from the Foot Locker Europe JV are not included at the revenue line in Retailors' income statement, but are instead presented as a share of profit of equity-accounted investees.

Future store openings may be subject, in certain jurisdictions, to counterparties' consents. The company estimates that it will be able to obtain such consents in due time.

We or our licensors have proprietary rights to trademarks used in this Presentation. Solely for convenience, trademarks and trade names referred to in this Presentation may appear without the "®" or "™" symbols, but the lack of such references is not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. This Presentation also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners and are used for reference purposes only. Such use of other parties' trademarks, trade names or service marks should not be construed to imply, a relationship with, or an endorsement or sponsorship of the Company by any other party.

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TRANSACTION SUMMARY

Issuer	• Retailors Ltd
Listing venue	• Tel Aviv Stock Exchange
Price range	• ILS[44.00] – [52.50] per share
Offering currency	• ILS
Primary shares offered	• c.[9.1 million]
Secondary shares offered	• c.[1.4] – [1.8] million (to be determined proportionally to the price range)
Base offer size	• Primary tranche: c.ILS[400] – [475] million • Secondary tranche: c.ILS[63.2] – [95.0] million (to be determined proportionally to the price range)
Use of proceeds	• The primary proceeds of the Offering and private placement to Foot Locker will be used by the Company1 to fund the expansion of its business activities, to be determined by the board, including among other things, to accelerate its store rollout, optimize its existing stores, develop the Dream Sport banner, and fund its online activities
Current shareholder	• Fox (TASE: FOX) (82.6%), Leumi Partners (10.1%) and Shnaidman Holdings Ltd., an entity controlled by Retailors' CEO (7.3%)
Distribution	• Offering to investors in Israel; Offering to institutional investors outside the US under Reg S; Offering to QIBs in the US under Rule 144A
Lock-up	• 12 months for Fox, Leumi Partners, Foot Locker, the Company and certain members of the Company's management, subject to certain exceptions
Sole Global Coordinator and Joint Bookrunner
Local Distributors

Note:

1. Please see page 4 for further details on Foot Locker's pre-IPO private placement, where Foot Locker received an allocation of10% of the Company's share capital on a post-initial public offering basis, at a price set at a 12.5% discount to the initial public offering price

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RETAILORS TEAM OVERVIEW

Retailors management Pre-IPO shareholding

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HAREL WIESEL Chairman

• Harel has been Co-Founder and CEO of Fox Group since 1995, as well as being a key shareholder
• 30 years of retail experience across verticals
• Experienced entrepreneur with a proven track record in local and international markets

TOMER CZAPNIK

CEO of Nike Stores International

• Tomer joined Retailors in 2017
• Led the Company's first international expansion to Canada
• Previously held roles of co-founder and CEO of Eyeonn, a computer vision based safety solution for swimming pools

DUBY SHNAIDMAN Shareholder & CEO

• Duby has held the position of CEO of Retailors since January 2020
• Held senior leadership roles with Retailors since acquisition by Fox Group in 2015
• Previously held the role of CEO of Tiv Taam, one of Israel's largest supermarket chains

AVIOR TEBOUL

• Avior joined Fox Group in 2014 and is now the incoming CFO of Retailors
• Previously held roles of Fox Group controller for 6 years and CFO assistant for 1 year
• CPA since 2013 spent 3 years with KPMG Israel as an Auditor

Foot Locker investment

Foot Locker committed to invest in Retailors and will reach 10% ownership post IPO

" This extension of our existing relationship with Retailors reflects Foot Locker's commitment to driving our mutual business globally. We look forward to continuing our strong partnership with Retailors in its growth plans in Israel and abroad, leveraging its experienced management and excellence in retail ." "

Vijay Talwar, Foot Locker Inc.'s Executive Vice President and Chief Executive Officer of Europe, Middle East and Africa

Source: Company information

4

Industry experience Years at Retailors

RETAILORS: A SPORTS RETAIL GROWTH STORY

OUR VISION

To be the sports retail leader in every territory we operate in

HOW?

To leverage the evolution and growth of the sports market, in collaboration with our partners, by focusing on the needs of each market, and providing a tailored and superior retail experience by harnessing our detail-oriented and innovative leadership

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RETAILORS AT A GLANCE

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Retailors is a leading high growth¹ retailer in Israel, specialising in the sports, athleisure and urban segments—an international partner of choice of Nike and Foot Locker, and owner of professional sporting goods retailer Dream Sport

Source: Company information, Bank of Israel (constant USD:NIS of 3.215 used as of 31/12/2020 for illustrative purposes only) Note: 1. High-growth in comparison to avg. revenue growth over last three years of listed sports retail peers with EV above US\$0.5bn, sourced from FactSet; Retailors is the #1 sports retail operator by revenue in Israel as of FY20A, per external Deloitte commercial due diligence report

1. Retailors as of Dec-20A is active in seven countries globally; expansion to 18 countries targeted in medium-term

2. Company revenues are presented on a consolidated basis and do not include the Company's revenue share of Foot Locker Europe stores, which are operated by Retailors in the Foot Locker Europe JV(49%). Operation of Retailors operated Foot Locker Europe stores commenced during Q4-20

6

RETAILORS AT A GLANCE

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OVERVIEW	NSP (Nike Stores Partner) for selected regions1 	 License operator for Foot Locker in Israel	 Retailors' own consumer focused
	Current licensee in Israel, Canada (excluding British 	JV partner in Eastern Europe (49:51)2 	multi-category sports retail banner
	Columbia) and selected European geographies	 Committed to acquire 10% of shares of Retailors in pre-IPO invrestment
YEAR LAUNCHED	2015	2017	2020
EXISTING PRESENCE	POL ISR CAN NETH BEL GER	ISR POL HUN	ISR (potential to rollout globally)
CONTRACTUAL LICENSE TO OPERATE	CZR SLOVK SLOVE AUS HUN CRO NOR SWE FIN DEN	ROM CRO SLOVK UKR	N/A – owned brand (no limitations)
FY20A STORE COUNT	39	65	4
FY20A REVENUE	NIS336m / US\$105m	NIS281m / US\$88m3	NIS20m / US\$6m

Source: Company information, Bank of Israel (constant USD:NIS of 3.215 used as of 31/12/2020 for illustrative purposes only) Note: 1. Retailors hold 51% ownership in the Nike Europe JV, with Foot Locker holding the remaining 49%. All countries where Retailors have rights to open Nike stores in Europe are covered by this JV apart from Israel, Canada, Germany (Hamburg), Denmark, Sweden, Finland and Norway which are 100% owned by Retailors 2. Retailors hold 49% ownership in the Foot Locker Europe JV, with Foot Locker holding the remaining 51%

1. Company revenues are presented on a consolidated basis and do not include the Company's revenue share of Foot Locker Europe stores, which are operated by Retailors in the Foot Locker Europe JV(49%). Operation of Retailors operated Foot Locker Europe stores commenced during Q4-20

EXCEPTIONAL ROLLOUT AND GROWTH TRACK RECORD

Note: 1. Company revenues are presented on a consolidated basis and do not include the Company's revenue share of Foot Locker Europe stores, which are operated by Retailors in the Foot Locker Europe JV(49%). Operation of Retailors operated Foot Locker Europe stores commenced during Q4-20

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above US\$0.5bn, from FactSet

1. Includes 4 stores acquired from previous Nike partner in Israel in December 2017 which only began contributing to Company financials during FY18

COMPREHENSIVE OFFERING ACROSS ALL SPORTS CATEGORIES

Sportswear & athleisure landscape

Source: Company information, FactSet

Note: 1. Nike is the #1 global sports brand by revenue; Foot Locker is the #1 global brand in sneakers by revenue

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RETAILORS: EXCITING HIGH GROWTH RETAIL CONCEPT, OFFERING THE MOST ATTRACTIVE GLOBAL SPORTSWEAR BRANDS

2 OPERATING IN A SECTOR WITH SIGNIFICANT TAILWINDS

PROVEN TRACK RECORD OF OUTSTANDING RETAIL CAPABILITIES RESULTING IN SIGNIFICANT 3 SSS GROWTH

CONSISTENTLY DELIVERING EXCEPTIONAL FINANCIAL PERFORMANCE

SUBSTANTIAL OPPORTUNITY TO CONTINUE DELIVERING OUTSIZED GROWTH THROUGH NETWORK ROLLOUT AND OPTIMISATION, BY ADDING DREAM SPORT AND LAUNCHING ONLINE

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STRONG PARTNERSHIP WITH GLOBAL SPORTSWEAR BRANDS: NIKE

SPORTS BRAND GLOBALLY #1 BY REVENUE, MARKET CAP, PROFITABILITY, RECOGNITION

1

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STRONG PARTNERSHIP WITH GLOBAL SPORTSWEAR BRANDS: NIKE 1

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Nike's transformational shift towards the D2C channel is underpinning Retailors' success

Nike global revenue split by channel

" We are actively working with our key retail partners to help them transform the consumer experience as we accelerate the shift toward differentiated retail. "

Nike Q2 2018 earnings call

Successful partnership in existing markets led to expansion of Retailors to become a leading partner in selected European geographies for Nike in 2020.

Source: Company Information, Nike earnings transcripts (D2C / Wholesale revenue split by channel from Nike 2017 Investor Day)

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STRONG PARTNERSHIP WITH GLOBAL SPORTSWEAR BRANDS: FOOT LOCKER

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Foot Locker is a gateway to the lifestyle segment for global brands

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Source: Foot Locker company information as of Q3 2020

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2 OPERATING IN A SECTOR WITH SIGNIFICANT TAILWINDS

Source: Euromonitor, Vogue as of 13 January 2021

RETAILORS IS THE MARKET SHARE LEADER IN THE FRAGMENTED ISRAELI SPORTSWEAR MARKET 2

Source: Deloitte commercial due diligence report dated 2 March 2021

Note: 1. Non exhaustive mapping, including leading chains and brands. Unless indicated otherwise, apparel generalists not included in mapping, as the market is typically highly fragmented and each chain has low market share in sports apparel and footwear

1. Retail sales value

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Significant historical SSS growth in Retailors driven by outstanding retail capabilities…

Retailors SSS growth (%)

11.8%

19.9%

25.9%

18

Source: Company information, Bank of Israel (constant USD:NIS of 3.215 used as of 31/12/2020 for illustrative purposes only)

Note: 1. Defining SSS estate as stores opened for at least 12 months from the beginning of a new financial year as of 1st January with SSS only calculated using the SSS estate and SSS growth calculated using y-o-y revenue growth of the SSS estate. Waterfall charts showing SSS constituents (traffic, conversion rate and average basket value) as additive however actual impact from each SSS constituent on the total SSS growth is multiplicative

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Bringing together specific experience in sports retail with a structured, dynamic and fast-paced culture

Source: Company information

Note: 1. Growth for Retailors-operated stores only. Nike double digit revenue CAGR from FY17A-FY20E, Foot Locker double digit revenue CAGR from FY17A-FY20E, Dream Sport has not yet been in operation long enough to show year-on-year revenue growth

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Case study 1: taking over stores operated by other Nike partners, operating the same store surface area and improving KPI's

Contributors to first 12 months ramp-up growth for selected Nike Israel transformed openings (vs. twelve months prior to Retailors taking control of store)1

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Case study 2: taking over store previously operated by other Nike partners, expanding/re-fitting the store and improving KPI's

Selected international Nike store outside of Israel after Retailors' investment into store expansion more than doubled revenue

NIKE STORE AFTER RETAILORS EXPANSION GROWTH¹

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21

Growth in store footprint can lead to many benefits including a broader category offering, a more premium consumer experience, improvement in brand equity, a larger and more efficient back of house and ultimately a higher quality store with the ability to drive outsized traffic and SSS growth

Source: Company information

Note: 1. Growth taken for expansion period November 2018-June 2019 vs. November 2017-June 2018

1. Adj. EBITDA before Retailors operation includes estimates for all direct expense items (e.g. wages, depreciation, credit card fees, store supplies, shipping & delivery, etc.) apart from rent expense and excludes IFRS-16 impact. Adj. EBITDA before Retailors expansion taken from period of July 2016-May 2017, prior to Retailors taking over store and under previous operator, and comparison period taken from July 2018-May 2019, after Retailors expansion

Consistent financial performance delivering exceptional topline growth and strong margin profile, with improved profitability despite COVID-19 lockdowns across geographies

Source: Company information, Bank of Israel (constant USD:NIS of 3.215 used as of 31/12/2020 for illustrative purposes only) Note: 1. Company revenues are presented on a consolidated basis and do not include the Company's revenue share of

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Foot Locker Europe stores, which are operated by Retailors in the Foot Locker Europe JV(49%). Operation of Retailors operated Foot Locker Europe stores commenced during Q4-20

1. Growth rates calculated using NIS numbers

22 3. Adjusted net income excludes financing expense related to the recognition of the revaluation of the option with Leumi Partners

DELIVERING EXCEPTIONAL FINANCIAL PERFORMANCE 4

Excellent historical performance across all banners, exemplifying Retailors' impressive retail execution to achieve outsized SSS growth

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Source: Company information, Bank of Israel (constant USD:NIS of 3.215 used as of 31/12/2020 for illustrative purposes only) Note: 1. Company revenues are presented on a consolidated basis and do not include the Company's revenue share of Foot Locker Europe stores, which are operated by Retailors in the Foot Locker Europe JV(49%). Operation of Retailors operated Foot Locker Europe stores commenced during Q4-20

1. Growth rates calculated using NIS numbers

2. In accordance with footnote 1, figure only represents revenue share of Foot Locker Israel stores

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4 DELIVERING EXCEPTIONAL FINANCIAL PERFORMANCE

25.0 (1.0) 6.9 15.4, 20.5

(FIXP, 2

yr), 18.9,

14.5, 7.6

Retailors has historically outperformed its high-growth retail peers

52.8 27.9 (2

year)

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Source: Company information, FactSet as of 26 April 2021 (peers' data) Note: Data calendarized to December, financials represent figures before application of IFRS 16 "Leases" accounting standards 1. Represents Five Below, Fix Price, Ollie's Bargain Outlet, Grocery Outlet and National Vision 2. Represents FY18-20A as FY17A results unavailable 3. Represents average like-for-like growth including online

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Multiple levers for Retailors to deliver further growth over the coming years

Source: Company information

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SUBSTANTIAL OPPORTUNITY TO CONTINUE DELIVERING OUTSIZED GROWTH: CONTINUED NETWORK ROLLOUT 5

1. Strong market penetration in Israel with further growth potential across markets in Canada and Europe

1. Europe population only relates to countries in which Retailors have contractual rights to open or are currently operating (comprising Germany, Poland, The Netherlands, Romania, Belgium, Sweden, Ukraine, Austria, Czech Republic, Denmark, Norway, Hungary, Finland, Slovakia and Croatia)

1. Within Germany, Retailors currently only have the rights to operate the

Nike brand in Hamburg

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SUBSTANTIAL OPPORTUNITY TO CONTINUE DELIVERING OUTSIZED GROWTH: CONTINUED NETWORK ROLLOUT 5

1. There is a substantial whitespace potential across Retailors' markets

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Note: 1. Only showing potential whitespace for Nike in Canada excluding British Columbia 2. Showing whitespace for Hamburg only, as currently this is the only city in which Retailors have contractual rights to open in Germany 3. Analysis is illustrative only; should not be construed to represent future results to utilise whitespace potential

applied to Nike and only one model applied to Foot Locker and Dream Sport. Lower Nike figure represents lower whitespace of the two models used for Nike and higher Nike figure represents higher whitespace of the two models used for Nike 5. Nike store openings by Retailors are subject to contractual limitations, which may impose materially smaller number of store openings from those shown above

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SUBSTANTIAL OPPORTUNITY TO CONTINUE DELIVERING OUTSIZED GROWTH: CONTINUED NETWORK ROLLOUT 5

1. Secure near-term store target for next two years

Number of existing and targeted Retailors-operated stores1,2

Note: 1. Chart displayed shows near-term target based on current discussions, agreements and negotiations only and is not meant to represent a fixed certainty for store roll-out plans 2. Nike store openings by Retailors are subject to contractual limitations, which may impose materially smaller number of store openings from those shown above

Company targets

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SUBSTANTIAL OPPORTUNITY TO CONTINUE DELIVERING OUTSIZED GROWTH: EXISTING NETWORK OPTIMISATION 5

2. EXISTING NETWORK OPTIMISATION—IMPROVING UNIT ECONOMICS

2. Revenue and profitability densities consistently improving (pre-COVID-19) due to strong retail execution

1. Excluding Nike Europe from FY20A revenue and adj. EBITDA density as stores in ramp-up period during COVID-19 lockdowns

SUBSTANTIAL OPPORTUNITY TO CONTINUE DELIVERING OUTSIZED GROWTH: DREAM SPORT 5

3. An innovative, modern, multi-category sporting goods retailer

Mission statement

After detailed consumer research, input from vendors and analysis of competitors, management identified a clear gap in the market for a strong sporting goods brand in Israel

Differentiated offering

Consumers are searching for a premium and more immersive in-store experience, with a banner run by an experienced and skilled management team

Market potential

Dream Sport will address a c.US\$1.1bn Sporting Goods market in Israel, and a c.US\$200bn market worldwide

Source: Company information, Euromonitor

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Notes: 1. This is an estimation based on Company's projections for Dream Sport, ability to open new stores is dependent upon a number of factors which are subject to risks and uncertainties. Any change in these factors could adversely affect our ability to open new stores

SUBSTANTIAL OPPORTUNITY TO CONTINUE DELIVERING OUTSIZED GROWTH: ONLINE 5

4. Potential to develop online across categories and geographies in near-term future

Source: Company information

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Note: 1. A Terminal-X owned and operated online platform will be available, offering Dream Sport and Foot Locker products, whereby Retailors receive a commission for each product sold through the Foot Locker and Dream Sport brand 2. Terminal X is a sister company to Retailors, that is controlled by Fox Group 31

RETAILORS: EXCITING HIGH GROWTH RETAIL CONCEPT, OFFERING THE MOST ATTRACTIVE GLOBAL SPORTSWEAR BRANDS

2 OPERATING IN A SECTOR WITH SIGNIFICANT TAILWINDS

PROVEN TRACK RECORD OF OUTSTANDING RETAIL CAPABILITIES RESULTING IN SIGNIFICANT 3 SSS GROWTH

CONSISTENTLY DELIVERING EXCEPTIONAL FINANCIAL PERFORMANCE

SUBSTANTIAL OPPORTUNITY TO CONTINUE DELIVERING OUTSIZED GROWTH THROUGH NETWORK ROLLOUT AND OPTIMISATION, BY ADDING DREAM SPORT AND LAUNCHING ONLINE

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Appendix

THE RETAILORS ORGANISATIONAL STRUCTURE BY BANNER¹

Retailors have developed a management model, with established local teams² on the ground, that works across all geographies

1. Optional services relevant only for some activities

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P&L SUMMARY

		P&L Summary FY18A-FY20A						Comments
			Pre-IFRS16	Post-IFRS16
FYE Dec, NISm	FY18A	FY19A1	FY20A1	FY19A1	FY20A1	18A-20A CAGR	1
# stores	68	83	108	83	108	26.0%
Stores openings (net)	27	15	25	15	25
Revenue	403	613	638	613	638	25.8%
Growth (%)	125.6%	52.0%	4.1%	52.0%	4.1%
SSS growth (%)	19.9%	25.9%	25.5%	25.9%	25.5%
COGS	(201)	(315)	(325)	(315)	(325)		2
Gross Margin	203	297	313	297	313	24.3%
% margin	50.2%	48.6%	49.1%	48.6%	49.1%			through Foot Locker
Rentals & maintenance fees	(74)	(103)	(104)	(40)	(40)
Salaries & related expenses	(63)	(93)	(94)	(93)	(94)			than Nike
Other operating expenses	(21)	(30)	(30)	(30)	(30)
Group's share of earnings of companies accounted for at equity, net	--	--	(1)	--	(1)		3
Reported EBITDA	44	71	84	134	148	83.3%
% margin	10.9%	11.6%	13.2%	21.8%	23.2%
D&A	(8)	(10)	(14)	(67)	(73)			grow
EBIT	36	61	70	67	75	44.8%
% margin	8.9%	9.9%	11.0%	10.9%	11.7%
							4
Finance expenses	(2)	(2)	(2)2	(16)	(13)2
PBT	34	58	68	50	62
% margin	8.4%	9.5%	10.7%	8.2%	9.7%
Taxes	(8)	(14)	(17)	(12)	(15)
Net income	26	44	51	38	46	34.1%

• Retailors has seen substantial historical growth primarily through its rollout program, growing its store base over 600% since FY15A Additionally, SSS growth has been strong, with an average SSS from FY18-20A of c.24% Gross margin has limited downside, based on agreements with Nike and other vendors through Foot Locker Gross margin for Foot Locker slightly lower than Nike Reported EBITDA margin has grown healthily, rising in FY20A to a 13.2% margin (pre-IFRS16) due to superior operating leverage and improving rental terms from greater negotiation power as Retailors continues to grow 1 3 2
• Net income in FY20A continued to rise, excluding the one-time expense of c.77m NIS relating to the Leumi Partners option 4

Source: Company information, Bank of Israel (constant USD:NIS of 3.215 used as of 31/12/2020 for illustrative purposes only)

Note: 1. Figures shown are adjusted figures, pre-IFRS16 2. Excluding impact of c.NIS77m from Leumi Partners option 35

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HISTORICAL STATEMENT OF FINANCIAL POSITION

	Pre-IFRS16	Post-IFRS16	Post-IFRS16
(NISm)	Year ended 31 December 2018	Year ended 31 December 2019	Year ended 31 December 2020
Current assets
Cash and cash equivalents	41	59	90
Trade receivables	33	49	58
Other accounts receivable	6	9	19
Inventories	73	104	159
Related parties	--	--	5
Total current assets	153	219	332
Non-current assets
Deferred taxes	1	6	8
Restricted cash	--	--	9
Long-term accounts receivable	--	--	2
Investments in associates	--	--	19
Finance lease asset	--	393	580
Intangible assets	6	6	5
Store removal fees	7	6	6
Property, plant and equipment, net	65	74	136
Total non-current assets	78	484	764
Total assets	231	703	1,095
Current liabilities
Credit from banks and others	14	14	58
Trade payables	94	132	141
Prepaid dividend	--	--	--
Current maturities of lease liabilities	--	56	85
Other accounts payable	31	37	136
Related parties	0	0	43
Total current liabilities	140	239	463
Non-current liabilities
Deferred taxes	1	--	--
Loans from banks	44	29	37
Lease liabilities	--	362	525
Employee benefit liabilities, net	0	1	1
Total non-current liabilities	45	392	563
Total liabilities	185	631	1,026
Stockholders' equity
Total stockholder' equity	46	72	69
Total liabilities and stockholders' equity	231	703	1,095

Source: Company information

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HISTORICAL CASH FLOW STATEMENT

	Pre-IFRS16	Post-IFRS16	Post-IFRS16
(NISm)	Year ended 31 December 2018	Year ended 31 December 2019	Year ended 31 December 2020
Cash Flows from Operations
Net income	26	38	(30)
Depreciation of property and equipment	8	10	14
Expenses for revaluation of Leumi option	0	0	77
Amortisation	1	1	1
IFRS-16 depreciation	0	57	58
Change in employee benefit liabilities, net	0	0	0
Taxes on income	8	14	18
Deferred tax	0	(2)	(2)
Financial expenses	1	16	13
Equity profit	0		1
Changes in operating assets
Trade receivable, net	(15)	(16)	(9)
Other accounts receivable	2	(7)	(7)
Inventories	(24)	(31)	(46)
Trade payable	37	36	10
Other accounts payable	16	6	22
Cash paid and received during the year for
Taxes	(10)	(13)	(15)
Interest	(1)	(16)	(13)
Cash flow from operations	49	93	90
Cash flows from investing activities
Purchase of property, plant and equipment	0	0	(61)
Acquisition of companies accounted for at equity	0	0	18
Acquisition of activities	(33)	(14)	(51)
Investment in bank deposits	0	0	(9)
Deposits with landlords	0	0	(2)
Cash flow from investing	(33)	(14)	(105)
Cash flows from financing activities
Issue of share capital (net of issue expenses)	0	0	54
Issuance of shares of a subsidiary Retailors-FL NK Ventures	0	0	4
Dividend paid to equity holders of the Company	0	0	(50
Repayment of lease liabilities	0	(49)	(52)
Receipt / (repayment) of a loan from a related party	(3)	(0)	40
Receipt of long-term loans and other liabilities	40	0	31
Repayment of long-term loans and other liabilities	(7)	(15)	(19)
Receipt of short-term credit from banks and others	(19)	0	40
Cash flow from financing	11	(64)	48
Exchange rate differences on balances of cash and cash equivalents	(0)	1	(0)
Net change in cash and cash equivalents	28	16	33

Source: Company information

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COVID-19 IMPACT—STORE CLOSURE DATA

Potential financials bridge considering store closure during FY20A

Banner	Average days shut	% of year open (excl. COVID-19 closed days)	% of year open (incl. COVID-19 days closed)1	Blended linear store opening factor2
Nike Israel	105	94.3%	65.6%	1.52x
Nike Canada	127	93.3%	58.5%	1.71x
Nike Europe	60	64.3%	48.0%	2.08x
Foot Locker Israel	99	90.5%	63.3%	1.58x
Foot Locker Europe	26	25.0%	17.9%	5.59x
Dream Sport	42	33.3%	21.8%	4.60x

The blended store opening factor could potentially be taken into consideration to allow for store closure

Notes:

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Source: Company information

1. Calculated total % of year open (excl. COVID-19 days shut) minus proportion of year during which average store was shut (average days shut divided by 365)

2. Calculated as multiplier effect for FY20A revenue, resulting from % of year open for each banner (incl. COVID-19 days closed) to show compensating effect for full year effect of stores open through the whole year and the impact of COVID-19 store closures on revenue

GLOSSARY

• Same Stores Sales (SSS) estate: Defining SSS estate as only including Retailors-operated stores opened for at least 12 months from the beginning of a new financial year as of 1st January
• SSS: The revenue derived from the SSS estate, excluding any revenue from Retailors-operated stores not included in the SSS estate
• SSS growth: The year-on-year growth in revenue derived from the SSS estate
• D2C: Direct-to-consumer (i.e. revenue through Nike branded stores, whether owned or not, and online channels)
• Traffic: Total number of individual consumers that enter a Retailors-operated store in a given period
• Conversion rate: Total number of transactions in Retailors-operated stores divided by the traffic in a given period
• Average basket value: Total revenue from Retailors-operated stores divided by the number of transactions in Retailors-operated stores in a given period
• Whitespace: Defines the number of incremental stores which an entity has the ability to open, in a given region, based on analysis to derive total possible store openings and subtracting the existing number of stores in that given region
• Adjusted EBITDA: Total revenue less Cost of Goods Sold (COGS) less store expenses excluding depreciation & amortisation (e.g. credit card fees, electricity, etc.) less indirect expenses (e.g. HQ wages, rent, transportation, HR, legal, etc.), excluding impact from IFRS-16
• Net income: Adj. EBITDA less depreciation & amortisation less financial expenses less tax
• Global Store: Global e-commerce platform of a sports retailer such as Nike or Foot Locker, which is a general platform accessible worldwide and not dedicated to any specific country, designed for customers in countries where a dedicated e-commerce platform does not exist
• Ramp-up growth: The revenue growth derived from Retailors' first 12 months of operation of a newly opened store while they implement their transformational retail strategy to drive revenue growth in such store
• Unit lookout: When a specific city has been located but Retailors are either still looking for a specific site / store location, or are negotiating terms for certain sites to ultimately decide on their final store opening location
• Return to vendor: The ability for Retailors to return a pre-agreed % of total orders to the vendor which it originally bought the SKUs from, at a pre-agreed price

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