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Terminal X Online Ltd.

Investor Presentation Nov 18, 2021

7080_rns_2021-11-18_161332ff-684e-45f9-aa0e-83609a226890.pdf

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Confidential

THIS PRESENTATION IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATIONAL PURPOSES AND DOES NOT FORM PART OF ANY OFFER, OR THE SOLICITATION OF ANY OFFER, TO BUY, SUBSCRIBE FOR OR SELL ANY SECURITIES.

This slide show presentation (this "Presentation") has been prepared by Terminal X Online Limited (the "Company") for informational purposes only and should not be used in making any investment decision. Neither this document nor any meeting at which it is presented constitute a recommendation regarding any securities. By attending this presentation and viewing this document, the attendee and recipient agrees that (i) it has read this disclaimer, (ii) it is bound by the restrictions set out herein, (iii) it is permitted, in accordance with all applicable laws, to receive such information and (iv) it is solely responsible for its own assessment of the business and financial position of the Company and will conduct its own analysis and be solely responsible for forming its own view of the potential future performance of the Company's business.

This Presentation does not constitute, is not intended and should not be construed to form part of any offer, or the solicitation of any offer, to buy, subscribe for or sell any securities in the Company or any subsidiary of the Company 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.

This Presentation was prepared solely based on information obtained from the Company and public sources (including data obtained by the Company from industry publications and surveys) on or prior to the date hereof and has not been independently verified. Although the Company believes these third- party sources are reliable as of their respective dates, the Company has not independently verified the accuracy or completeness of this information. No persons have been authorized to make any representations regarding the information contained in this presentation, and if given or made, such representations should not be considered as authorized. No representation, warranty or undertaking, 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. No person shall have any right of action against the Company or any other person in relation to the accuracy or completeness of the information contained in the Presentation.

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. Statements contained in the Presentation, other than statements of historical fact, regarding future events or prospects, are forward-looking statements, including, without limitation, statements regarding the Company's future financial or business performance, the industry, plans, prospects, trends or strategies, objectives of management, competition and other financial and business matters. 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" or the negative thereof and other words that convey uncertainty of future events or outcome. Statements made by the Company in this Presentation that are not statements of historical fact also may be forward-looking statements. The forward-looking statements contained in this presentation are based on expectations and assumptions that the Company has made in light of its industry experience and perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you review and consider this Presentation, you should understand that these forward-looking statements are not guarantees of future performance or results, and involve known and unknown risks, uncertainties, changes in circumstances that are difficult to predict, other important factors over which the Company has no control and assumptions that may cause our actual results to differ materially from the expectations that the Company describes in its forward-looking statements. There may be events in the future that the Company is not accurately able to predict, or over which the Company has no control. The Company believes that these factors include, but are not limited to: changes in the overall economy; the duration and severity of the COVID-19 (coronavirus) pandemic and its impact on the Company and on the local and global economy and the Company's ability to manage and develop its business. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove to be incorrect, the Company's actual operating and financial performance may differ in material respects from the performance projected in these forward-looking statements. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance.

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.

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, as amended. By accessing the Information, you represent that you are: (i) outside the United Kingdom or (ii) a Relevant Person and such a qualified investor. The distribution of this Presentation in other jurisdictions may also be restricted by law, and persons into whose possession this presentation comes must inform themselves about, and observe, any such restrictions.

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 Interested parties are advised to consult their own professional advisors in connection with making any investment decision.

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. 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.

The Deloitte report titled "Strategic Alternatives" dated May 2021 and the report relating to the e-commerce market in Greece dated March 2021 ("Deliverables"), referenced in the Presentation may solely be used in connection with the investor presentation published on June 7, 2021 and this Presentation, and may not be incorporated into any other filings or public reports, in any jurisdiction. Further, the Deliverables may not be used for other purposes without Deloitte's prior written consent.

This Presentation includes certain financial measures not presented in accordance with International Financial Reporting Standards ("IFRS"), including 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 Company and its 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.

TERMINAL X

JF STRONG TOPLINE RESULTS: 53% YOY INCREASE IN NET REVENUE

ADJUSTED* EBITDA OF 7.6%

CONTINUE TO IMPROVE OUR COMPETITIVE ADVANTAGE AND CUSTOMER ENGAGEMENT: 20 NEW BRANDS, TERMINAL X COLLABS LAUNCH, RETURNS AND EXCHANGES

SETTING INFRASTRUCTURE FOR ACCELERATED GROWTH IN THE NEXT YEARS INFRASTRUCTURE PROJECTS: TECHNOLOGY, HUMAN CAPITAL, LOGISTICS

EXECUTING OUR STRATEGY TO EXPAND INTO NEW CATEGORIES AND GEOGRAPHIES

*Adjusted EBITDA = operating profit + D&A + cost of share-based payments + issue expanses

FINANACIAL OVERVIEW (IFRS)

TERMINAL X

CIALS - C UVE

NET REVENUE INCREASED BY 53% YOY

GROSS MARGIN LEVELS HAVE BEEN KEPT SIMILAR TO 2020 44.5% IN 2021 VS 44.7% IN 2020

SELLING AND MARKETING EXPENSES RATES DECREASED FROM 48.7% IN 2020 TO 46.4% IN 2021

G&A EXPENSES RATES INCREASED FROM 0.8% TO 1.4% FINANCIAL STRUCTURE AND PUBLIC COMPANY EXPENSES

03-2020 882024
K NIS K NIS
Revenues from sales 44,882 68,581
Cost of Sales 24,839 38,052
Gross Profit 20,043 30,529
% 44.7% 44.5%
Selling and Marketing expenses 21,866 31,836
% 48.7% 46.4%
General and Administration
expenses
383 991
Operating loss before share-based
payment and issue expenses
(2,206) (2,298)
% (4.9%) (3.4%)

ACIALS - OVER 1-9.2021 110 /

NET REVENUE INCREASED BY 94% YOY

GROSS MARGIN LEVELS HAVE BEEN KEPT SIMILAR TO 2020 -46.7% IN 2021 VS 46.3% IN 2020

SELLING AND MARKETING EXPENSES RATES DECREASED FROM 48% IN 2020 TO 40.5% IN 2021

159/2020 1-9/2024
K NIS K NIS
Revenues from sales 117,625 228,314
Cost of Sales 63,189 121,789
Gross Profit 54,436 106,525
% 46.3% 46.7%
Selling and Marketing expenses 56,502 92,450
% 48.0% 40.5%
General and Administration
expenses
1,191 2,346
Operating income (loss) before
share-based payment and issue
expenses
(3,257) 11,729
% (2.8%) 5.1%

ADDITIONAL EXPENSES SUM TO – 8.6M NIS

OTHER EXPENSES

SHARE BASED PAYMENTS COUNTS FOR 5.1M NIS IPO (ONE TIME) EXPENSES COUNTS FOR 1.3M NIS

FINANCIAL EXPENSES:

CURRENCY EXPENSES USD>>ILS - 1.3M NIS LIABILITY BASED ON IFRS 16 IMPLEMENTATION - 0.7M NIS

03-2020 Q3-2024
K NIS K NS
Revenues from sales 44,882 68,581
Cost of Sales 24,839 38,052
Gross Profit 20,043 30,529
% 44.7% 44.5%
Selling and Marketing expenses 21,866 31,836
G&A expenses 383 991
Operating loss before share - based payment & issue
expenses
(2,206) (2,298)
Cost of share - based payment 42 5,064
lssue expenses 1,323
Operating loss (2,248) (8,685)
Financial expenses 580 2,259
Loss before taxes on income (2,828) (10,944)
Tax benefit 105 674
Loss (2,723) (10,270)
Adjusted EBITDA' (368) 5,205
Adjusted EBITDA(%) (0.8%) 7.6%

T

ADDITIONAL EXPENSES SUM TO - 11.7M NIS

OTHER EXPENSES

SHARE BASED PAYMENTS COUNTS FOR 5.1M NIS IPO (ONE TIME) EXPENSES COUNTS FOR 1.9M NIS

FINANCIAL EXPENSES:

CURRENCY EXPENSES USD>>ILS - 1.4M NIS LIABILITY BASED ON IFRS 16 IMPLEMENTATION - 2.1M NIS

1-9/2020 1-9/2024
K NS K NS
Revenues from sales 117,625 228,314
Cost of Sales 63,189 121,789
Gross Profit 54,436 106,525
% 46.3% 46.7%
Selling and Marketing expenses 56,502 92,450
G&A expenses 1,191 2,346
Operating income (loss) before share - based payment
& issue expenses
(3,257) 11,729
Cost of share - based payment 156 5,124
lssue expenses 1,923
Operating income (loss) (3,413) 4,682
Financial expenses 1,416 4,700
Loss before taxes on income (4,829) (18)
Taxes on income (tax benefit) (761) 1,835
Loss (4,068) (1,853)
Adjusted EBITDA' 92 31,383
Adjusted EBITDA(%) 0.1% 13.7%

UPDATE 0 GREECE DEVEL FNI

Exploration Phase 1 Phase 2 Delivery across
Athens in hours
Human Capital Hire country manager and
leadership team
Develop localized team and
customer service
Technology Adjustments needed
(UX/UI, local payment)
Create tailored technology
solution infrastructure
Set and connect (site, data,
global-local)
Logistics Market standards and customer
expectations
Plan logistics framework
(supply chain, local WH, last
mile, connectivity)
Build the warehouse and set
delivery agreements
New territories
expansion
Marketing Digital marketing landscape
Top influencers in the market
Partner with the right influencers
to deliver our marketing strategy
Build awareness campaigns
delivering the TX USP in the
market - campaigns,
influencers, data
2022
2023
Assortment Best mix between global and local
brands for the local taste
Collaborate and partner with
local brands
Structure tailored brand
assortment on site
Acceleration
2024

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