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RETALIX LTD.

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effectively manage customer management initiatives which are designed to foster customer loyalty and promotion strategies;<br />

integrate enterprise and in-store systems to enable rapid implementation of customer management initiatives;<br />

efficiently manage their supply chain to facilitate optimal inventory stocking at each location;<br />

quickly and efficiently implement pricing, product and marketing decisions; and<br />

support a wide variety of retail formats and services to increase customer convenience and satisfaction.<br />

The food and fuel software opportunity<br />

Many food and fuel retailers and distributors have historically relied upon a complex set of fragmented and poorly integrated legacy information<br />

systems. Such systems are the byproduct of years of delaying implementation of a coherent enterprise-wide IT strategy, favoring patchwork upgrades over<br />

comprehensive system revitalization. As a result, most food and fuel retailers and distributors operate information systems that are difficult to adapt to<br />

today’s intensely competitive retail and distribution industries. Typically, these retailers’ and distributors’ existing information systems consist of standalone<br />

POS systems with little or no integration with their back-office and with no enterprise-wide information system. These systems generally cannot be<br />

easily modified to provide cross-enterprise visibility, collaboration and integration, nor can they support the information capture and analysis necessary for<br />

reliable forecasting and coordinated purchasing decisions. In addition, in continuing to rely on these legacy systems, retailers and distributors face an<br />

increasing frequency of breakdowns and system failures, exposing them to the ongoing cost of expensive maintenance.<br />

In order to remain competitive and avoid the ongoing costs associated with maintaining their legacy systems, many retailers and distributors are<br />

seeking to replace their legacy systems with modern, integrated food and fuel-specific retail information systems that can provide them with visibility<br />

across the entire scope of their operations, support collaboration among retailers, distributors and their suppliers, allow enterprise-wide information flow<br />

and enable implementation of sophisticated customer loyalty and promotion strategies. We believe that these replacement systems typically will be based<br />

upon a modular, open-systems architecture, or non-proprietary software that can be easily integrated into a retailer’s existing IT infrastructure. Systems<br />

meeting such criteria provide retailers and distributors with the flexibility to modify their information systems to respond to and manage their changing<br />

business environment. Data compiled by a large industry provider indicates that North American retailers across all industries continue to rely upon legacy<br />

POS systems that have an average age of eight years, with some retailers using systems that are as much as 10 to 20 years old. Consequently, many<br />

retailers and distributors are considering replacing their outdated legacy systems in the near to medium term. Several industry surveys indicate that a<br />

significant percentage of food retailers plan to make decisions regarding the deployment of new POS software systems during 2006 and that 2006 is<br />

expected to be characterized by a significant increase in POS projects resulting in large volumes of rollouts throughout 2007 and beyond. These surveys<br />

also predict a relatively high average annual growth rate of software spending within the global retail and wholesale industries during 2006 to 2009.<br />

Our Solutions<br />

Our software solutions provide a robust and comprehensive suite of applications for global food and fuel retailers and U.S. grocery and convenience<br />

store distributors, addressing all three principal divisions of the retail and distribution channel – retail stores, headquarters (also called the enterprise level),<br />

and warehouses and distribution centers, and enhancing the close relationship and collaboration between retailers and distributors. Our solutions are<br />

designed to deliver “synchronized retail” where data and applications are communicating real time between the point-of-sale and supply chain to deliver<br />

the greatest cost advantages and revenue generation capabilities to our customers. We believe that our solutions differentiate us from other providers of<br />

software solutions to the retail and distribution food and fuel industries because they combine the following attributes:<br />

Our integrated solutions span the retailers’ and distributors’ entire organization<br />

We believe that our integrated suite of software solutions is unique among retail and distribution food software solutions, in that it combines all<br />

essential elements of an enterprise-wide information system – stores, headquarters and warehouses – in a well-synchronized suite of solutions. Our Retalix<br />

InSync Solution Portfolio tightly integrates our enterprise solution portfolio with our in-store back-office solutions and synchronizes the flow of<br />

information between the two. Such an integrated solution permits retailers and distributors to generate substantial supply chain operating efficiencies and<br />

cost savings through efficient management of inventory, purchasing and merchandising.<br />

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