RETALIX LTD.

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The success of our business depends on our ability to attract and retain highly qualified engineers and sales and marketing personnel. Competition for highly-skilled engineers and sales and marketing personnel is intense in our industry, and we may not be successful in attracting, assimilating or retaining qualified engineers and sales and marketing personnel to fulfill our current or future needs. This could adversely impact our ability to manufacture, sell and market our products. 11
Antitrust scrutiny of e-marketplace initiatives may adversely affect our business. The establishment and operation of e-marketplace initiatives may raise issues under various countries’ antitrust laws. To the extent that antitrust regulators take adverse action with respect to business-to-business e-commerce exchanges or establish rules or regulations governing these exchanges, or that there is a perception that regulators may do any of the foregoing, the establishment and growth of our e-marketplace initiatives may be delayed, which may adversely affect our business. Because we operate in international markets, we are subject to additional risks. We currently sell our software products and ASP services in a number of countries and we intend to enter additional geographic markets. Our business is subject to risks that often characterize international markets, including: potentially weak protection of intellectual property rights; economic and political instability; import or export licensing requirements; trade restrictions; difficulties in collecting accounts receivable; longer payment cycles; unexpected changes in regulatory requirements and tariffs; seasonal reductions in business activities in some parts of the world, such as during the summer months in Europe; fluctuations in exchange rates; and potentially adverse tax consequences. Our business and operating results could be harmed if we fail to protect and enforce our intellectual property rights. The laws of some countries in which our products are or may be developed, manufactured or sold may not protect our products or intellectual property rights, increasing the possibility of piracy of our technology and products. We currently have no patents or patent applications pending. We rely on a combination of trademarks, copyrights, trade secret laws, confidentiality procedures and licensing arrangements to protect our intellectual property rights. Our competitors could also independently develop technologies that are substantially equivalent or superior to our technology. It may be necessary to litigate to enforce our copyrights and other intellectual property rights, to protect our trade secrets or to determine the validity of and scope of the proprietary rights of others. Such litigation can be time consuming, distracting to management, expensive and difficult to predict. Our failure to protect or enforce our intellectual property could have an adverse effect on our business and results of operation. Our technology may infringe on the intellectual property rights of third parties and we may lose our rights to it, which would harm our business. We may be subject to infringement claims as the number of products and competitors in our industry segment grows and the functionality of products in different industry segments overlap. It is possible that we will inadvertently violate the intellectual property rights of other parties and that other parties will assert infringement claims against us. If we violate the intellectual property rights of other parties, we may be required to modify our products or intellectual property or obtain a license to permit their continued use. Any future litigation to defend ourselves against allegations that we have infringed the rights of others could result in substantial cost to us, even if we ultimately prevail, and a determination against us in any such litigation could subject us to significant liabilities to other parties and could prevent us from manufacturing, selling or using our products. If we lose any of our rights to our proprietary technology, we may not be able to continue our business. We have not yet completed the evaluation of our internal control over financial reporting in compliance with Section 404 of the Sarbanes- Oxley Act. We are required to comply with internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act by no later then the end of our 2006 fiscal year. We are in the process of evaluating whether our existing internal control over financial reporting systems are compliant with Section 404. As a result of this evaluation, we may be required to implement new internal control procedures over financial reporting. We estimate that this process may take an additional several months to complete. We may experience higher than anticipated operating expenses and fees in this context and we may need to hire additional qualified personnel in order to achieve compliance with Section 404. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in our being unable to obtain an unqualified report on internal controls from our independent auditors. 12
Page 1 and 2: UNITED STATES SECURITIES AND EXCHAN
Page 3 and 4: PART I TABLE OF CONTENTS Item 1. ID
Page 5 and 6: PART II PART III G. Statement by Ex
Page 7 and 8: ITEM 3 - KEY INFORMATION A. Selecte
Page 9 and 10: the uncertainty regarding the adopt
Page 11 and 12: changing customer needs; and frequ
Page 13: If we are unsuccessful in establish
Page 17 and 18: The dollar cost of our operations i
Page 19 and 20: It could be difficult to enforce a
Page 21 and 22: ITEM 4 - INFORMATION ON THE COMPANY
Page 23 and 24: Our Market Opportunity The customer
Page 25 and 26: Our solutions provide for both reta
Page 27 and 28: Leverage our integrated suite of pr
Page 29 and 30: Enterprise Headquarters Solutions:
Page 31 and 32: Retalix HQC - Retalix HQ for C-Stor
Page 33 and 34: • Ordering, receiving • Load ba
Page 35 and 36: StoreLine.net StoreLine.net is a th
Page 37 and 38: create and sustain customer interes
Page 39 and 40: The Retalix InSync Solution Portfol
Page 41 and 42: Customers Our software has been dep
Page 43 and 44: Direct Sales Our direct sales force
Page 46 and 47: ITEM 5 - OPERATING AND FINANCIAL RE
Page 48: The following table shows the impac
Page 51 and 52: Revenues from on-line application,
Page 54 and 55: Product Sales Product sales primari
Page 56 and 57: Gain Arising from Issuance of Share
Page 58 and 59: The increase in cost of product sal
Page 60 and 61: SFAS No. 154. In May 2005, the FASB
Page 62 and 63: The following table presents inform
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D. Trend Information Trends we iden
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Yoni Stutzen has served as our Exec
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The Companies Law and Nasdaq listin
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D. Employees Set forth are tables p
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Options granted under our Second 19
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ITEM 7 - MAJOR SHAREHOLDERS AND REL
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PalmPoint In December 2002, a legal
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The following table sets forth, for
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The oversight of the management of
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A quorum in a general meeting consi
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In addition, provisions of the Comp
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The amount of a distribution with r
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Backup Withholding A U.S. holder ma
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The benefits available to an approv
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Generally, up until the 2006 tax ye
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The table below presents principal
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ITEM 15 - CONTROLS AND PROCEDURES P
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Our audit committee has adopted a p
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SIGNATURES The registrant hereby ce
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REPORT OF INDEPENDENT REGISTERED PU
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RETALIX LTD. CONSOLIDATED BALANCE S
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RETALIX LTD. STATEMENTS OF CHANGES
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RETALIX LTD. CONSOLIDATED STATEMENT
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RETALIX LTD. CONSOLIDATED STATEMENT
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NOTE 1 - SIGNIFICANT ACCOUNTING POL
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RETALIX LTD NOTES TO CONSOLIDATED F
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RETALIX LTD. NOTES TO CONSOLIDATED
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NOTE 2 - ACQUISITIONS (continued):
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NOTE 2 - ACQUISITIONS (continued):
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NOTE 4 - GOODWILL AND OTHER INTANGI
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NOTE 6 - OTHER LIABILITIES: RETALIX
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NOTE 9 - SHAREHOLDERS’ EQUITY (co
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NOTE 9 - SHAREHOLDERS’ EQUITY (co
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NOTE 10 - TAXES ON INCOME (continue
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NOTE 15 - SELECTED INCOME STATEMENT
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RETALIX LTD. REPORT OF INDEPENDENT
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Report of Independent Registered Pu
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I, Barry Shaked, certify that: File
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I, Danny Moshaioff, certify that: F
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Certification Pursuant to Section 9
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Consent of Independent Registered P
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Retalix Holdings, Inc. Plano, Texas
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RETALIX LTD.

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