RETALIX LTD.

Customers
Our software has been deployed worldwide in supermarket and grocery stores, convenience stores, fuel retailers and quick service restaurants. The
following list is a representative sample of companies that purchased an aggregate of at least $200,000 of our products and services in 2004 and 2005
combined.
Grocery
Recent Significant Acquisitions
Convenience Stores
and Fuel Retailers
In March 2006, we acquired additional 45% of StoreNext USA and increased our holdings in this entity to 95%. In February 2006, we acquired
substantially all of the assets of Base Products, Inc., d/b/a C&L Retail Solutions, which provides a suite of hardware and software products and services for
the food and consumer goods retailers. We believe that these acquisitions will strengthen our position, customer base, flexibility and exposure in the sector
of smaller and independent retailers in the United States.
On April 1, 2005, we acquired approximately 73.4% of the issued and outstanding shares (on an as-converted-to-common-stock basis) of TCI
Solutions, a provider of retail store and headquarters solutions, including pricing, promotions, inventory, management and DSD solutions for the grocery
industry, for approximately $14.5 million in cash and 715,730 of our ordinary shares. The solutions of TCI Solutions enable grocers to automate complex
pricing strategies, streamline inventory management processes, and execute consistently across the retail enterprise, from headquarters to the store. TCI
Solutions’ flagship offering, TCI Retail, consists of headquarters and in-store applications that provide supermarket operators with the control, automation
and execution capabilities necessary to increase revenue, lower costs and improve margins in today’s complex retail environment. The solutions of TCI
Solutions enable grocers to accelerate and improve decision-making through enterprise-wide merchandising and store operations solutions. As part of the
acquisition, we retained 111 of TCI Solutions’ employees. We believe that the acquisition of TCI Solutions will enable us to strengthen our position as a
provider of headquarters and in-store systems for retailers, improve the quality of our offerings, broaden our customer base and expand our suite of
products.
Also in April 2005, we executed an agreement and plan of merger with TCI Solutions, pursuant to which TCI Solutions merged with and into one of
our subsidiaries in November 2005, and all outstanding common stock and preferred stock of TCI Solutions (other than shares held by us) were exchanged
for an aggregate of approximately $2.6 million in cash.
On April 1, 2005, we also acquired substantially all of the assets of IDS, a provider of ERP and distribution solutions for the food service,
convenience store and grocery industries, for approximately $37.4 million in cash and 290,128 of our ordinary shares. In addition, 207,236 of our ordinary
shares will be eligible for release from escrow only if certain future customer retention milestones are met as of April 1, 2007. IDS’s solutions enable
distributors in the grocery, convenience store and food service markets to achieve increased productivity, improved customer service and operational cost
savings. As part of the acquisition, we retained 133 of IDS’s employees. We believe the acquisition of IDS will enable us to strengthen our position as a
provider of supply chain execution and warehouse management systems, improve the quality of our offerings and in particular those which collaborate
between retail and supply organizations, broaden our customer base and expand our suite of products.
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Distributors
Albertsons (US) Alon Oil (US) Farner-Bocken Company (US)
Big Y (US) Casey’s (US) Food Services of America (US)
Costco (US) Irving Oil (US) Sysco (US)
Dierbergs (US) Pilot Corporation (US) Met Cash (Australia)
Hannaford Bros. (US) Tesoro (US)
K-VA-T (US) Husky Oil (Canada)
Publix (US) Welcome Break (UK)
Schnucks (US) Pressbyran (Sweden)
Delhaize Group (Europe)
Sainsbury’s (UK)
Tesco Stores (UK)
A.S. Watson (Europe)
Intermarche (Europe)
Metro Cash & Carry (South Africa & Australia)
Shoprite Checkers (South Africa)