Exhibit 99.1
THE ACCOMPANYING PROXY STATEMENT DESCRIBES, AMONG OTHER THINGS, A TENDER OFFER FOR
ORDINARY SHARES OF RETALIX THAT MAY BE COMMENCED IN THE FUTURE BY THE INVESTORS (AS DEFINED IN
THE ACCOMPANYING PROXY STATEMENT). THE ACCOMPANYING PROXY STATEMENT IS NEITHER AN OFFER
TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SECURITIES. SHAREHOLDERS ARE ENCOURAGED
TO READ EACH OF THE TENDER OFFER STATEMENT OF THE INVESTORS AND THE RECOMMENDATION
STATEMENT OF RETALIX WHEN EACH BECOMES AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER. SHAREHOLDERS MAY OBTAIN THE TENDER OFFER STATEMENT AND
THE RECOMMENDATION STATEMENT AND OTHER FILED DOCUMENTS AT NO CHARGE WHEN THEY ARE
AVAILABLE ON THE SEC’S WEB SITE ( WWW.SEC.GOV ) AND AT NO CHARGE FROM RETALIX AND THE
INVESTORS.
RETALIX LTD.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
Notice is hereby given that an annual meeting of shareholders (the “ Meeting ”) of Retalix Ltd. (the “ Company ”) will be
held on October 19, 2009 at 10:00 a.m. (Israel time), at the offices of the Company, 10 Zarhin Street, Ra’anana, Israel, for the
following purposes:
1.
To re-elect the following members of the Board of Directors of the Company (the “ Board of Directors ”): Gillon
Beck, Brian Cooper, Ishay Davidi, Neomi Enoch, Amnon Lipkin-Shahak, Ian O’Reilly, Barry Shaked and Itschak
Shrem;
2.
To re-appoint Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, as the
Company’s independent auditors until the next annual general meeting of shareholders, and to authorize the Board
of Directors to fix their remuneration in accordance with the volume and nature of their services;
3.
To adopt a new equity incentive plan and to increase the total pool available for issuance under all such plans by
2,000,000 ordinary shares of the Company, par value NIS 1.00 per share (the “ Ordinary Shares ”);
4.
To approve a share purchase agreement between the Company