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RETALIX LTD.

RETALIX LTD.

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Foreign Currency Risk<br />

The majority of our revenues is denominated in U.S. Dollars and or linked to the U.S. dollar, and our financing is mostly in U.S. dollars, and thus the<br />

U.S. dollar is our functional currency. However, some portions of our revenues are denominated in British Pounds Sterling, Euros, Australian Dollars and<br />

New Israeli Shekels. This situation exposes us from time to time, to fluctuations between the exchange rates of the dollar and the NIS, the British Pound<br />

Sterling, the Euro and the Australian Dollar. We hold most of our financial assets in dollar or dollar linked investment channels. In addition, we tend from<br />

time to time, to enter into short-term forward inter-currency transactions in an attempt to maintain a similar level of assets and liabilities in any non-U.S.<br />

Dollar currency and thus trying to offset exposures to inter-currency fluctuations.<br />

The following table sets forth our non-dollar assets and liabilities as of December 31, 2005:<br />

(in thousands)<br />

Interest Rate Risk<br />

Our interest expenses and income are sensitive to changes in interest rates, as all of our cash reserves and borrowings are subject to interest rate<br />

changes. Most of our financial reserves are invested in short term interest-bearing deposits. The interest rate on these deposits as well as the interest rate on<br />

most of our borrowings is linked to the London Interbank Offered Rate.<br />

The policies under which our exposures to currency and interest rate fluctuations are managed is reviewed and supervised by our board of directors.<br />

We manage these exposures by performing ongoing evaluations including on a timely basis.<br />

ITEM 12 – DESCRIPTION OF SECURITIES OTHER THEN EQUITY SECURITIES<br />

Not applicable.<br />

PART II<br />

ITEM 13 – DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES<br />

Not applicable.<br />

ITEM 14 – MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS<br />

Not applicable.<br />

Currency Israeli Currency Other non-dollar currency<br />

Assets $ 17,648 $ 14,503<br />

Liabilities $ 19,122 $ 5,909<br />

88

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