CHAPTER F. Report on the effectiveness of internal control over financial reporting and disclosure pursuant to Israeli Regulations 9b(a) and 9b(d)

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CHAPTER F Report on the effectiveness of internal control over financial reporting and disclosure pursuant to Israeli Regulations 9b(a) and 9b(d) Management, under the supervision of the Board of

1 CHAPTER F Report on the effectiveness of internal control over financial reporting and disclosure pursuant to Israeli Regulations 9b(a) and 9b(d) Management, under the supervision of the Board of Fox-Wizel Ltd. ("the Company"), is responsible for planning and maintaining adequate internal control over financial reporting and disclosure in the Company. The executive officers in charge are: 1. Mr. Harel Wizel, CEO. 2. Mr. Shahar Rania, CFO. Internal control over financial reporting and disclosure consists of the Company's existing controls and procedures that have been planned by the CEO and the most senior financial officer or under their supervision, or by the equivalent acting officers, under the governance of the Company's Board of Directors, designed to provide reasonable assurance about the reliability of financial reporting and the preparation of the financial statements in compliance with applicable laws, and guarantee that all information that the Company is required to disclose in the financial statements issued by law is collected, processed, summarized and reported in a timely manner and according to the format prescribed by law. Among other things, internal control includes controls and procedures planned to guarantee that all information that the Company is required to disclose as above is gathered and transferred to the Company's Management, including the CEO and the most senior financial officer, or the equivalent acting officers, in order to allow decision making on a timely basis with respect to the disclosure requirements. Because of its inherent limitations, internal control over financial reporting and disclosure is not designed to provide absolute assurance that misstatements or omissions of information in the financial statements will be prevented or detected. Management, under the governance of the Company's Board, performed an examination and evaluation of internal control over financial reporting and disclosure and its effectiveness in the Company. The evaluation of the effectiveness of internal control over financial reporting and disclosure as performed by Management under the governance of the Company's Board using internal and external tests included the following elements: 1. Updating the scoping document for 2016 in order to ascertain that the material processes are included therein. 2. Updating each operating segment's processes and controls that have been determined as material to the Company's operations based on the changes that took place in 2016 according to the following processes: 2.1 The sales process - pricing and managing orders. 2.2 The inventory measurement and pricing process. 2.3 The payroll process.

2 3. Testing controls over material processes. 4. Evaluating controls over the financial statements close process and ITGCs. 5. Evaluating the effectiveness of internal control over financial reporting in the Company and entitylevel controls. 6. In 2016, the Company evaluated the execution of predetermined controls and assessed the adequacy of the required level of documentation. 7. In 2016, the Company informed the Audit Committee several times regarding the progress of work, any deficiencies detected and their resolution. Based on this evaluation, in its meeting of March 19, 2017, the Company's Board and Management concluded that the Company's internal control over financial reporting and disclosure as of December 31, 2016 is effective.

3 I, Harel Wizel, hereby declare that: Chief Executive Officer's Statement pursuant to Regulation 9b(d)(1) 1. I have reviewed the periodic report of Fox-Wizel Ltd. ("the Company") for 2016 ("the reports"). 2. To my knowledge, the reports do not contain any misrepresentation of any material facts and do not omit any representation of any material facts that are needed in order for the representations included therein, in view of the circumstances under which such representations were included, not to be misleading with reference to the period of the reports. 3. To my knowledge, the financial statements and any other financial information included in the reports adequately reflect, in all material respects, the financial position, operating results and cash flows of the Company for the dates and periods addressed in the reports. 4. I have disclosed to the Company's auditor, to the Company's Board, Audit Committee and Financial Statement Approval Committee, based on my last evaluation of internal control over financial reporting and disclosure: 4.1 All the significant deficiencies and the material weaknesses in the establishment or operation of internal control over financial reporting and disclosure that are liable to reasonably adversely affect the Company's ability to record, process, summarize or report financial information in a manner that is to impair the reliability of financial reporting and the preparation of the financial statements in accordance with applicable law; and 4.2 Any fraud, whether material or not, that involves the CEO or direct subordinates thereto or that involves other employees with a significant role in internal control over financial reporting and disclosure. 5. I, alone or along with others in the Company: 5.1 Have established controls and procedures, or have secured the establishment and existence of such controls and procedures under my supervision, designed to guarantee that material information relating to the Company, including its subsidiaries as they are defined in the Israeli Securities Regulations (Annual Financial Statements), 2010, is brought to my knowledge by others in the Company and in the subsidiaries, particularly during the period of the preparation of the reports; and 5.2 Have established controls and procedures, or have secured the establishment and existence of such controls and procedures under my supervision, designed to reasonably guarantee the reliability of financial reporting and the preparation of the financial statements in accordance with applicable law, including according to generally accepted accounting principles.

4 5.3 Have evaluated the effectiveness of the Company's internal control over financial reporting and disclosure and presented in this report the Board's and Management's conclusions regarding the effectiveness of internal control as of the date of the reports. There is nothing in the aforesaid to derogate from my responsibility or the responsibility of anyone else, pursuant to any law. Harel Wizel, CEO and Director March 19, 2017

5 Chief Financial Officer's Statement pursuant to Regulation 9b(d)(2) I, Shahar Rania, hereby declare that: 1. I have reviewed the financial statements and any other financial information included in the reports of Fox-Wizel Ltd. ("the Company") for 2016 ("the reports"). 2. To my knowledge, the financial statements and any other financial information included in the reports do not contain any misrepresentation of any material facts and do not omit any representation of any material facts that are needed in order for the representations included therein, in view of the circumstances under which such representations were included, not to be misleading with reference to the period of the reports. 3. To my knowledge, the financial statements and any other financial information included in the reports adequately reflect, in all material respects, the financial position, operating results and cash flows of the Company for the dates and periods addressed in the reports. 4. I have disclosed to the Company's auditor, to the Company's Board, Audit Committee and Financial Statement Approval Committee, based on my last evaluation of internal control over financial reporting and disclosure: 4.1 All the significant deficiencies and the material weaknesses in the establishment or operation of internal control over financial reporting and disclosure to the extent that it refers to the financial statements and any other financial information included in the reports that are liable to reasonably adversely affect the Company's ability to record, process, summarize or report financial information in a manner that is to impair the reliability of financial reporting and the preparation of the financial statements in accordance with applicable law; and 4.2 Any fraud, whether material or not, that involves the CEO or direct subordinates thereto or that involves other employees with a significant role in internal control over financial reporting and disclosure. 5. I, alone or along with others in the Company: 5.1 Have established controls and procedures, or have secured the establishment and existence of such controls and procedures under my supervision, designed to guarantee that material information relating to the Company, including its subsidiaries as they are defined in the Israeli Securities Regulations (Annual Financial Statements), 2010, is brought to my knowledge by others in the Company and in the subsidiaries, particularly during the period of the preparation of the reports; and 5.2 Have established controls and procedures, or have secured the establishment and existence of such controls and procedures under my supervision, designed to reasonably guarantee the reliability of financial reporting and the preparation of the financial statements in accordance with applicable law, including according to generally accepted accounting principles.

6 5.3 Have evaluated the effectiveness of the Company's internal control over financial reporting and disclosure to the extent that it refers to the financial statements and any other financial information included in the reports as of the date of the reports and my conclusions regarding my evaluation were presented before the Board and Management and are integrated in this report. There is nothing in the aforesaid to derogate from my responsibility or the responsibility of anyone else, pursuant to any law. Shahar Rania, CFO March 19, 2017 F:\W2000\w2000\12553\OTR\16\FOX-WIZEL-CHAPTER F-2016-ENG.docx

REPORT AND STATEMENTS REGARDING THE INTERNAL CONTROL OVER THE FINANCIAL REPORTING AND DISCLOSURE

REPORT AND STATEMENTS REGARDING THE INTERNAL CONTROL OVER THE FINANCIAL REPORTING AND DISCLOSURE Report regarding the effectiveness of internal control over the financial reporting and disclosure pursuant