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G. Willi-Food International Ltd. Proxy Solicitation & Information Statement 2025

Jul 3, 2025

7113_rns_2025-07-03_349c83bf-ee3c-42bd-86f1-256937f6dbb8.pdf

Proxy Solicitation & Information Statement

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G. WILLI-FOOD INTERNATIONAL LTD.

This Proxy is solicited on behalf of the Board of Directors

The undersigned hereby appoints Itsik Barabi and Naor Yosef and each of them, with full power of substitution and power to act alone, as proxies to vote all the ordinary shares which the undersigned would be entitled to vote if personally present and acting at the Annual General Meeting of Shareholders of G. Willi-Food International Ltd., to be held at 9:00 AM (Eastern Standard Time (4:00 p.m. Israel time)) on August 7, 2025 at the offices of the Company, 4 Nahal Harif Street, Northern Industrial Zone, Yavne 8122216 Israel, and at any adjournments or postponements thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

(Continued and to be signed on the reverse side)

PROXY CARD FOR ANNUAL MEETING OF SHAREHOLDERS OF

G. WILLI-FOOD INTERNATIONAL LTD.

August 7, 2025

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line and mail in the envelope provided.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE ☒
1.
To approve the renewal of an updated
version of the Compensation Policy for a
period of three years, commencing on the
date of approval by the shareholders in the
Meeting,
in
accordance
with
the
requirements of the Israeli Companies
Law, 5759-1999.
FOR
AGAINSTABSTAIN

YES NO
1a.
Are you a controlling shareholder in the
Company (as defined in the proxy
statement) or do you have a personal
interest (as defined in the proxy statement)
in the approval of proposal 1? (MUST BE
COMPLETED FOR VOTE TO BE
COUNTED).
2. A) Subject
to the approval of Proposal 1,
to approve the grant of non-listed options
to acquire 100,000 ordinary shares to Mr.
Zwi Williger, a controlling shareholder of
the Company.
FOR
AGAINSTABSTAIN

2A)
a.
Do you have a personal interest in the
approval of proposal 2A? (MUST BE
COMPLETED FOR VOTE TO BE
COUNTED).
YES
NO
2. B) Subject to the approval of Proposal 1,
to approve the grant of non-listed options
to acquire 100,000 ordinary shares to Mr.
Joseph Williger, a controlling shareholder
of the Company.
FOR
AGAINSTABSTAIN

2B)
a.
Do you have a personal interest in the
approval of proposal 2B? (MUST BE
COMPLETED FOR VOTE TO BE
COUNTED)
YES
NO
3. A) To re-elect Mr. Zwi Williger as a
director of the Company, to hold office
subject to the Company's Articles of
Association and the Companies Law.
FOR
AGAINSTABSTAIN

B) To re-elect Mr. Joseph Williger as a
director of the Company, to hold office
subject to the Company's Articles of
Association and the Israeli Companies
FOR
AGAINSTABSTAIN

Law.
C) To re-elect Mr. Shlomo Gold as a
director of the Company, to hold office
subject to the Company's Articles of
Association and the Israeli Companies
FOR
AGAINSTABSTAIN

Law. FOR AGAINSTABSTAIN
4.
To appoint BDO Ziv Haft as the



Company's independent accounting firm
until the next Annual General Meeting of
the Company's shareholders.
The undersigned hereby acknowledges receipt of a copy of the accompanying
Notice of Annual Meeting of Shareholders and Proxy Statement, and hereby
revokes any proxy or proxies heretofore given:
To change the address on your account, please check the box at right
and indicate your new address in the address space above. Please note

that changes to the registered name(s) on the account may not be
submitted via this method.
Signature of
Shareholder
Date:
Signature of
Shareholder
Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.