LETTER OF TRANSMITTAL

Transcription

1 *AST * LETTER OF TRANSMITTAL To accompany certificates and/or book-entry statements of ordinary shares, NIS 1.00 nominal value per share, of Retalix Ltd. Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 1. Mail or deliver this Letter of Transmittal, together with the certificate(s) and/or book-entry statement(s) representing your shares, to: By Mail: American Stock Transfer & Trust Co., LLC Attn: Corporate Action Dept th Avenue Brooklyn, New York, By Hand, Overnight Courier or Other Expedited Service: American Stock Transfer & Trust Co., LLC Attn: Corporate Action Dept th Avenue Brooklyn, New York, For assistance call or Pursuant to the Merger, the undersigned encloses herewith and surrenders the following certificate(s) and/or book-entry statement(s) representing Company Ordinary Shares: DESCRIPTION OF SHARES SURRENDERED (Please fill in. Attach separate schedule if needed) Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections Certificate No(s) Number of Ordinary Shares Cusip Company No. Job No. Account No. M8215W C: 388, B:.0000 D:.0000 T:388, * * M.R.S.G. (1999) LTD 1 HASHIKMA STREET SAVYON ISRAEL TOTAL BOOK ENTRY SHARES, IF ANY: TOTAL SHARES

2 Ladies and Gentlemen: IMPORTANT - PLEASE READ THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE SIGNING This letter of transmittal is being delivered in connection with the merger pursuant to the Agreement and Plan of Merger, dated as of November 28, 2012 (the Merger Agreement ), by and among NCR Corporation, a Maryland corporation ( NCR ), Moon S.P.V. (Subsidiary) Ltd., an Israeli private company and an indirect wholly owned subsidiary of NCR ( Merger Sub ), and Retalix Ltd., an Israeli public company (the Company ). On February 6, 2013, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned, indirect subsidiary of NCR (the Merger ). Pursuant to the Merger Agreement, each ordinary share of the Company, nominal value NIS 1.00 per share (a Company Ordinary Share ), outstanding immediately prior to the effective time of the Merger was converted into the right to receive U.S.$30.00 in cash, without interest and less any applicable withholding tax (the amount as to which the undersigned is entitled for each Company Ordinary Share surrendered herewith, the Merger Consideration ), except for shares held by the Company as treasury shares or held by NCR, Merger Sub or any direct or indirect wholly owned subsidiary of the Company. The undersigned has been advised that he, she or it is entitled to receive the Merger Consideration for each Company Ordinary Share owned by the undersigned as of immediately prior to the effective time of the Merger. The undersigned herewith surrenders the certificate(s) listed below (the Certificates ) and/or book-entry statements (the Statements ) attached herewith, which prior to the effective time of the Merger represented Company Ordinary Shares, in exchange for the aggregate Merger Consideration, in accordance with and subject to the terms of the Merger Agreement. Unless otherwise requested below under Special Payment Instructions or Special Delivery Instructions, the undersigned requests that the check for the aggregate Merger Consideration be issued in the name(s) and mailed to the address(es) set forth on the following page. The undersigned hereby irrevocably constitutes and appoints American Stock Transfer & Trust Co., LLC, as paying agent (the Paying Agent ), the true and lawful attorney-in-fact of the undersigned with respect to the Certificates and Statements with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), and instructs the Paying Agent to deliver such Certificates and/or Statements to the Company for cancellation and/or processing, and to receive as the undersigned s agent the aggregate Merger Consideration to which the undersigned is entitled upon surrender of the Certificates and/or Statements, such payment to be promptly forwarded to the undersigned, unless otherwise indicated below under Special Payment Instructions or Special Delivery Instructions, in accordance with the Merger Agreement. All authority herein conferred or agreed to be conferred is irrevocable and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, estates, successors and assigns of the undersigned. The undersigned hereby represents and warrants that the undersigned has full power and authority to submit, sell, assign and transfer the Company Ordinary Shares formerly represented by the Certificates and/or Statements and that the undersigned, immediately prior to the effective time of the Merger, had good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed necessary or desirable by the Paying Agent or NCR in order to complete the exchange of such Certificates and/or Statements for the Merger Consideration. The undersigned agrees that the sole right that the undersigned has in respect of the undersigned s ownership interest in the Company Ordinary Shares held by the undersigned set forth below, if any, shall be the undersigned s right to receive payment for the Company Ordinary Shares owned by the undersigned in accordance with, and subject to, the terms and provisions of the Merger Agreement. By delivery of this Letter of Transmittal, the undersigned accepts the aggregate Merger Consideration and, subject to payment thereof, forever withdraws any and all objections to the Merger with respect to the Company Ordinary Shares owned by the undersigned. The undersigned agrees that delivery of the enclosed Certificate(s) and/or Statement(s) will be effective and the risk of loss and title to such certificate(s) will pass only upon proper delivery thereof to the Paying Agent.

3 Check this box if your certificate(s) has been lost, stolen, misplaced or mutilated. See Instruction 5 on the reverse side of this form. SPECIAL PAYMENT INSTRUCTIONS Complete ONLY if the check is to be issued in a name which differs from the name on the surrendered certificate(s). Issue to: SPECIAL DELIVERY INSTRUCTIONS Complete ONLY if check is to be mailed to some address other than the address reflected above. See Instruction 4. Mail to: Name: Name: Address: Address: (Please see instructions regarding signature guarantee. See Instructions 3 and 4.) YOU MUST SIGN IN THE BOX BELOW (U.S. Persons: Please Also Complete and Return the Attached Substitute Form W-9 Below) (Non-U.S. Persons: Please Also Obtain, Complete and Return Appropriate IRS Form W-8) SIGNATURE(S) REQUIRED Signature(s) of Registered Holder(s) or Agent Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on share certificate(s). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer for a corporation acting in a fiduciary or representative capacity, or other person, please set forth full title. See Instructions 2 and 3. Registered Holder Registered Holder Title, if any Date: Phone No.: (Please see instructions regarding signature guarantee.) SIGNATURE(S) GUARANTEED (IF REQUIRED) See Instruction 3. Unless the certificates or statements are surrendered by the registered holder(s) of the Company Ordinary Shares, or for the account of a participant in the Securities Transfer Agent s Medallion Program ( STAMP ), Stock Exchange Medallion Program ( SEMP ) or New York Stock Exchange Medallion Signature Program ( MSP ) (an Eligible Institution ), the signature(s) must be guaranteed by an Eligible Institution. See Instruction 3. Authorized Signature Name of Firm Address of Firm - Please Print

4 Important Tax Information Important Notice: The Paying Agent will withhold Israeli tax at the maximum applicable rate under Israeli law from the Merger Consideration to be received by you unless you: (i) Complete, sign, date and return the enclosed Declaration Regarding Israeli Withholding certifying that you (1) are not an Israeli resident; (2) acquired all the Company Ordinary Shares held by you on or after November 28, 1994 (the date of the initial public offering of the Company); and (3) are not a Controlling Shareholder 1 of the Company; or (ii) Complete, sign, date and return the enclosed Declaration Regarding Israeli Withholding certifying that you are an Israeli financial institution; or (iii) Provide a valid certificate from the Israeli Tax Authority providing full exemption from such withholding tax (or the right to a lower rate of withholding) to NCR s reasonable satisfaction. (See Instruction 8, Important Israeli Tax Withholding Information ). If you are a U.S. Person (as defined in Instruction 7, Important U.S. Tax Information for Shareholders ), you must also complete the enclosed Substitute Form W-9. If you are not a U.S. Person, you must provide an appropriate Form W-8. (See Instruction 7, Important U.S. Tax Information for Shareholders ). 1 A Controlling Shareholder is defined as a beneficial owner that holds or is entitled to acquire, directly or indirectly, (i) at least 5% of the issued share capital of the Company, or (ii) at least 5% of the voting power in the Company, or (iii) the right to receive at least 5% of the Company's profits or of its assets upon winding up, or (iv) the right to appoint a director.

5 INSTRUCTIONS FOR SURRENDERING CERTIFICATES AND STATEMENTS (Please read carefully the instructions below) 1. Method of Delivery: Your original certificate(s) and/or book-entry statement(s) along with the Letter of Transmittal must be sent or delivered to the Paying Agent. Do not send your certificates and/or book-entry statements to the Company or NCR. The method of delivery of certificates and/or book-entry statements to be surrendered to the Paying Agent at the address set forth on the front of this Letter of Transmittal is at the option and risk of the surrendering shareholder. Delivery will be deemed effective only when received. If you submit this Letter of Transmittal by facsimile, you must also send or deliver your original certificate(s) and/or book-entry statement(s) in order to receive payment. If the certificate(s) and/or book-entry statement are sent by mail, registered mail with return receipt requested and proper insurance is suggested. 2. Payment in the Same Name: If the check is issued in the same name as the surrendered certificate and/or book-entry statement is registered, the Letter of Transmittal should be completed and signed exactly as the surrendered certificate and/or book-entry statement is registered. Do not sign the share certificate(s). Signature guarantees are not required if the certificate(s) surrendered herewith are submitted by the registered owner of such shares who has not completed the section entitled Special Payment Instructions or are for the account of an Eligible Institution. If any of the shares surrendered hereby are uncertificated and represented by a book-entry statement, then the owner must sign this Letter of Transmittal exactly as such person s name appears on a security position listing as the owner of the shares. If any of the shares surrendered hereby are owned by two or more joint owners, all such owners must sign this Letter of Transmittal exactly as written on the face of the certificate(s) and/or book-entry statement(s). If any shares are registered in different names on several certificates or different names appear on several book-entry statements, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations or book-entry statements. Letters of Transmittal executed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary capacity who are not identified as such in the registration or book-entry statement must be accompanied by proper evidence of the signer's authority to act. 3. Payment in Different Name; Transfer Taxes: If the section entitled Special Payment Instructions is completed, then signatures on this Letter of Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity that is an Eligible Institution. If the surrendered certificates are registered in the name of, or the book-entry statements reflect the name of, a person other than the signer of this Letter of Transmittal, or if payment is to be made to a person other than the signer of this Letter of Transmittal, or if the payment is to be made to a person other than the registered owner(s) or to a person other than the person whose name appears on the records of a nominee company, then (i) the surrendered certificates or book-entry statements must be endorsed or accompanied by duly executed share powers, in either case signed exactly as the name(s) of the registered owners appear on such certificate(s), share power(s), or book-entry statements, as applicable, with the signatures on the certificate(s), share power(s) or book-entry statement(s) guaranteed by an Eligible Institution as provided herein and (ii) the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered owner(s) of such certificate(s) (or person whose name appears on such book-entry statement(s)) that are being surrendered or shall have established to the reasonable satisfaction of the Company that such tax either has been paid or is not applicable. 4. Special Payment and Delivery Instructions: Indicate the name in which and address to which the check is to be sent if different from the name and/or address of the person(s) signing this Letter of Transmittal. If Special Payment Instructions have been completed, the enclosed Substitute Form W-9 or an IRS Form W-8BEN, an IRS Form W-8ECI, and IRS Form W-8EXP or an IRS Form W-8IMY, as applicable, must also be completed for the person named therein, and that person will be considered the record owner. 5. Letter of Transmittal Required; Surrender of Certificate(s; Lost Certificate(s): You will not receive your check unless and until you deliver this Letter of Transmittal, properly completed and duly executed, to the Paying Agent, together with the certificate(s) and/or book-entry statement(s) evidencing your shares and any required accompanying evidences of authority. If your certificate(s) or book-entry statement(s) has been lost, stolen, misplaced or destroyed, contact the Paying Agent for instructions at or prior to submitting your certificates or statements for exchange. Any Company shareholder who has lost certificates or statements should make arrangements (which, in the case of certificates, may include the posting of a bond or other satisfactory indemnification and an affidavit of loss) to replace such lost certificates or statements. Such arrangements should be made with the Paying Agent. 6. All questions as to the validity, form and eligibility of any surrender of certificates or book-entry shares will be determined by the Paying Agent and NCR and such determination shall be final and binding. Paying Agent and NCR reserve the right to waive any irregularities or defects in the surrender of any certificates or book-entry statements. A surrender will not be deemed to have been made until all irregularities have been cured or waived.

6 7. Important U.S. Tax Information for Shareholders: To ensure compliance with Treasury Department Circular 230, you are hereby notified that any discussion of tax matters set forth in this Letter of Transmittal was written in connection with the promotion or marketing of the transactions or matters addressed herein and was not intended or written to be used, and cannot be used by any person, for the purpose of avoiding tax-related penalties under U.S. federal, state, or local tax law. You should seek advice based on your particular circumstances from an independent tax advisor. To prevent backup withholding on any payment of cash made to a shareholder (or person acting on behalf of a shareholder), you are required, if you are a U.S. Person (as defined below), (i) to notify the Paying Agent of your current U.S. taxpayer identification number, or TIN, (or the TIN of the person on whose behalf you are acting) by completing the Substitute Form W-9 as described more fully below, or (ii) to otherwise establish a basis for exemption from backup withholding. If backup withholding applies, the Paying Agent is required to withhold 28% of the amount of any payments of cash made pursuant to the Merger. Backup withholding is not an additional tax. Amounts withheld are creditable against the shareholder s regular United States federal income tax liability, and any amount over-withheld generally will be refundable to the shareholder if the shareholder properly files a United States federal income tax return. Certain shareholders are exempt from backup withholding. If you are an exempt U.S. shareholder, you should furnish your TIN, check the Exempt box and otherwise comply with the instructions on the Substitute Form W-9. Each shareholder is urged to consult his or her own tax advisor to determine whether such shareholder is required to furnish the Substitute Form W-9, is exempt from backup withholding and information reporting, or is required to furnish an IRS Form W-8. You are a U.S. person ( U.S. Person ) if you are, for U.S. federal income tax purposes, (1) an individual citizen or a resident of the United States (including a U.S. resident alien), (2) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or any state thereof or the District of Columbia, (3) an estate whose income is subject to U.S. federal income tax regardless of its source, or (4) a trust if (i) such trust has validly elected to be treated as a U.S. Person for United States federal income tax purposes or (ii) a U.S. court can exercise primary supervision over the trust s administration and one or more U.S. Persons are authorized to control all substantial decisions of the trust. Each U.S. Person that is not exempt from backup withholding is required to provide the Paying Agent with a correct TIN and with certain other information on the Substitute Form W-9, which is attached below, and to certify that the TIN provided is correct (or that such U.S. Person is awaiting a TIN) and that the U.S. Person is not subject to backup withholding. The TIN is generally the U.S. Person s U.S. Social Security number or the U.S. federal employer identification number. The U.S. Person is required to furnish the TIN of the registered holder of the Company Ordinary Shares. The enclosed Substitute Form W-9 explains the proper certification to use if the Company Ordinary Shares are registered in more than one name or are not registered in the name of the actual owner. The U.S. shareholder may write Applied For on the Substitute Form W-9 if he, she or it is a U.S. Person that has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the U.S. shareholder writes Applied For on the TIN line of the Substitute Form W-9 and the Paying Agent is not provided with a TIN by the time of payment, the Paying Agent will backup withhold a portion of such payments. Certain U.S. Persons are not subject to these backup withholding and reporting requirements. See the enclosed Substitute Form W-9 for additional instructions. Failure to provide the required information on the Substitute Form W-9 may subject a U.S. Person to a penalty imposed by the Internal Revenue Service and backup withholding at the rate of 28% on any payment of Merger Consideration. More serious penalties may be imposed for providing false information which, if willfully done, may result in fines and/or imprisonment. In general, in order for a foreign (that is, non-u.s.) shareholder to qualify as an exempt recipient, that shareholder must submit an appropriate and properly completed Form W-8, signed under penalties of perjury, attesting to that shareholder s foreign status. Such Form W-8 is available from the IRS by calling TAX-FORM ( ) or from the IRS website at The tax information set forth above is for informational purposes only, shareholders are not entitled to (and should not) rely on such information and each shareholder should consult its, his or her tax advisor and/or consultant as such shareholder deems necessary. None of NCR, the Company or any of their respective affiliates, subsidiaries, directors, officers, equity holders, members, managers, partners, employees and representatives shall have any liability to a shareholder with respect to any of the foregoing tax information.

7 8. Important Israeli Tax Withholding Information: According to Israeli law, any shareholder, including a shareholder who is not a resident of the State of Israel, is subject to withholding at source of Israeli tax in accordance with the rates prescribed by Israeli law from the payment of the Merger Consideration in respect of any certificate and/or book-entry statement surrendered herewith, unless such shareholder provides the Paying Agent (at the address specified above), prior to or concurrently with submitting this Letter of Transmittal in accordance with the terms hereof, with a valid certificate issued by the Israeli Tax Authority exempting such shareholder from Israeli withholding tax on the payment of the Merger Consideration in respect of any certificate and/or book-entry statement surrendered herewith or entitling such shareholder to a reduced rate of Israeli withholding tax on such payment in form and substance reasonably satisfactory to NCR (a Valid Certificate ). Please note that the withholding of tax at source, as relevant, shall be made in NIS and that Tamir Fishman Employee Benefits Ltd., acting as withholding agent, shall convert the relevant portion of US dollars according to the provisions of the Tax Ruling, as defined below. The Israeli Tax Authority issued a tax ruling (the Tax Ruling ) providing, among other things, that non-israeli shareholders that purchased their Company Ordinary Shares on or after November 28, 1994 (the date on which the Company first listed its shares on the TASE) and are not Controlling Shareholders 2 of the Company will also be exempt from withholding taxes to the extent that such shareholders will provide the Paying Agent with certain declarations regarding their residency, the date on which the shares were purchased and the ownership of Company Ordinary Shares in the form enclosed together with this Letter of Transmittal. Make sure that you review the enclosed letter to shareholders and complete the declaration form ( Declaration Regarding Israeli Withholding ) included herein, if applicable to you, to avoid Israeli withholding tax. PLEASE NOTE THAT ISRAELI INCOME TAX WILL BE AUTOMATICALLY WITHHELD AT THE MAXIMUM APPLICABLE RATE UNDER ISRAELI LAW FROM THE PAYMENT OF THE MERGER CONSIDERATION IF WE DO NOT RECEIVE A VALID CERTIFICATE BY MAY 6, IF THIS AUTOMATIC WITHHOLDING OCCURS AND YOU BELIEVE YOU ARE ENTITLED TO A REFUND, YOU WILL BE REQUIRED TO FILE A CLAIM DIRECTLY WITH THE ISRAELI TAX AUTHORITY. 2 A Controlling Shareholder is defined as a beneficial owner that is holding or is entitled to acquire, directly or indirectly, (i) at least 5% of the issued share capital of the Company, or (ii) at least 5% of the voting power in the Company, or (iii) the right to receive at least 5% of the Company's profits or of its assets upon winding up, or (iv) the right to appoint a director.

8 Substitute Form W-9 Request for Taxpayer Identification Number and Certification Name as shown on account (if joint, list first and circle name of the person or entity whose number you enter below) Name: Address: City, State, and Zip Code: Check appropriate box for federal tax Classification (required): Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership): Exempt payee Other: SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service Payer's Request for Taxpayer Identification Number (TIN) TAXPAYER IDENTIFICATION NO. FOR ALL ACCOUNTS Enter your taxpayer identification number to the right: For most individuals, this is your social security number (SSN). If awaiting your taxpayer identification number, write applied for. If you do not have a number, see the enclosed Guidelines. Note: If the account is in more than one name, see the chart in the enclosed Guidelines on which number to give the payer. Social Security Number (SSN) OR Employer Identification Number (EIN) Certification Under penalties of perjury, I certify that: (1) The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. citizen or other U.S. person (as defined in the enclosed Guidelines) Certification Instructions You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See Guidelines for Determining the Property Identification Number to Give the Payer in the enclosed Guidelines. SIGNATURE DATE FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. IMPORTANT PLEASE READ DO NOT SIGN OR DATE BELOW UNLESS YOU WROTE "APPLIED FOR" IN THE SPACE FOR THE TAX IDENTIFICATION NUMBER (SSN or EIN) ON THE SUBSTITUTE FORM W-9 ABOVE. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under the penalty of perjury that a taxpayer identification number has not been issued to me and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number before time of payment 28% of all reportable payments made to me thereafter will be withheld until I provide a number. Signature Date

9 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer Social Security numbers have nine digits separated by two hyphens: i.e Employer identification numbers have nine digits separated by only one hyphen: i.e., The table below will help determine the number to give the payer. For this type of account: GIVE THE SOCIAL SECURITY NUMBER OF- For this type of account: GIVE THE EMPLOYER IDENTIFICATION NUMBER OF- 1. Individual The individual 7. Disregarded entity not owned by an individual The owner 2. Two or more individuals (joint account) The actual owner of the account or, if combined funds, the first individual on the account (1) 8. A valid trust, estate or pension trust The legal entity (4) 3. Custodian account of a minor (Uniform Gift to Minors Act) The minor (2) 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 4. a. The usual revocable savings trust (grantor is also trustee) The grantor-trustee (1) 10. Association, club, religious, charitable, educational or other taxexempt organization The organization b. So-called trust account that is not a legal or valid trust under state law The actual owner (1) 5. Sole proprietorship or disregarded entity owned by an individual 6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section (b)(2)(i)(A)) The owner (3) 11. Partnership or multi-member LLC The partnership The grantor* 12. A broker or registered nominee The broker or nominee 13. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district or prison) that receives agricultural program payments The public entity 14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section (b)(2)(i)(B)) The trust (1) List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person s number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) You must show your individual name and you may also enter your business or DBA name on the Business name/disregarded entity name line. You may use either your social security number or employer identification number (if you have one), but the Internal Revenue Service encourages you to use your social security number. (4) List first and circle the name of the trust, estate, or pension trust. (Do not furnish the taxpayer identification number (a TIN ) of the personal representative or trustee unless the legal entity itself is not designated in the account title.) *NOTE: Grantor also must provide a Form W-9 to trustee of trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

10 GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9, Cont. Obtaining a Number If you do not have a TIN or you don t know your number, apply for one immediately. To apply for a SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at You may also get this form by calling Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an individual tax identification number, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling TAX-FORM ( ). Definition of a U.S. Person For federal tax purposes, you are considered a U.S. person if you are: (1) an individual who is a U.S. citizen or U.S. resident alien, (2) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, (3) an estate (other than a foreign estate), or (4) a domestic trust (as defined in Regulations section ). Payees Exempt From Backup Withholding Even if the payee does not provide a TIN in the manner required, you are not required to backup withhold on any payments you make if the payee is: An organization exempt from tax under section 501(a), any individual retirement account (IRA), or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2). The United States or any of its agencies or instrumentalities. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities. A foreign government or any of its political subdivisions, agencies, or instrumentalities. An international organization or any of its agencies or instrumentalities. Other payees that may be exempt from backup withholding include: A corporation. A foreign central bank of issue. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States. A futures commission merchant registered with the Commodity Futures Trading Commission. A real estate investment trust. An entity registered at all times during the tax year under the Investment Company Act of A common trust fund operated by a bank under section 584(a). A financial institution. A middleman known in the investment community as a nominee or custodian. A trust exempt from tax under section 664 or described in section Payments Exempt From Backup Withholding Dividends and patronage dividends that generally are exempt from backup withholding include: Payments to nonresident aliens subject to withholding under section Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner. Payments of patronage dividends not paid in money. Payments made by certain foreign organizations. Section 404(k) distributions made by an ESOP.

11 Interest payments that generally are exempt from backup withholding include: Payments of interest on obligations issued by individuals. However, if you pay $600 or more of interest in the course of your trade or business to a payee, you must report the payment. Backup withholding applies to the reportable payment if the payee has not provided a TIN or has provided an incorrect TIN. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9, Cont. Payments described in section 6049(b)(5) to nonresident aliens. Payments on tax-free covenant bonds under section Payments made by certain foreign organizations. Mortgage or student loan interest paid to you. Other types of payments that generally are exempt from backup withholding include: Wages. Distributions from a pension, annuity, profit-sharing or stock bonus plan, any IRA, an owner-employee plan, or other deferred compensation plan. Certain surrenders of life insurance contracts. Distributions from qualified tuition programs or Coverdell ESAs. Gambling winnings if withholding is required under section 3402(q). However, if withholding is not required under section 3402(q), backup withholding applies if the payee fails to furnish a TIN. Real estate transactions reportable under section 6045(e). Cancelled debts reportable under section 6050P. Fish purchases for cash reportable under section 6050R. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TIN, WRITE "EXEMPT" ON THE FACE OF THE FORM AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments other than interest, dividends and patronage dividends not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Internal Revenue Code sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N. Privacy Act Notice. Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. Penalties Penalty for Failure to Furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a penalty of $500. Civil and Criminal Penalties for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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13 *AST * LETTER OF TRANSMITTAL To accompany certificates and/or book-entry statements of ordinary shares, NIS 1.00 nominal value per share, of Retalix Ltd. Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 1. Mail or deliver this Letter of Transmittal, together with the certificate(s) and/or book-entry statement(s) representing your shares, to: By Mail: American Stock Transfer & Trust Co., LLC Attn: Corporate Action Dept th Avenue Brooklyn, New York, By Hand, Overnight Courier or Other Expedited Service: American Stock Transfer & Trust Co., LLC Attn: Corporate Action Dept th Avenue Brooklyn, New York, For assistance call or Pursuant to the Merger, the undersigned encloses herewith and surrenders the following certificate(s) and/or book-entry statement(s) representing Company Ordinary Shares: DESCRIPTION OF SHARES SURRENDERED (Please fill in. Attach separate schedule if needed) Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections Certificate No(s) Number of Ordinary Shares Cusip Company No. Job No. Account No. M8215W C: 388, B:.0000 D:.0000 T:388, * * MARIO SEGAL (TRUSTEE) 1 HASHIKMA STREET SAVYON ISRAEL TOTAL BOOK ENTRY SHARES, IF ANY: TOTAL SHARES

14 Ladies and Gentlemen: IMPORTANT - PLEASE READ THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE SIGNING This letter of transmittal is being delivered in connection with the merger pursuant to the Agreement and Plan of Merger, dated as of November 28, 2012 (the Merger Agreement ), by and among NCR Corporation, a Maryland corporation ( NCR ), Moon S.P.V. (Subsidiary) Ltd., an Israeli private company and an indirect wholly owned subsidiary of NCR ( Merger Sub ), and Retalix Ltd., an Israeli public company (the Company ). On February 6, 2013, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned, indirect subsidiary of NCR (the Merger ). Pursuant to the Merger Agreement, each ordinary share of the Company, nominal value NIS 1.00 per share (a Company Ordinary Share ), outstanding immediately prior to the effective time of the Merger was converted into the right to receive U.S.$30.00 in cash, without interest and less any applicable withholding tax (the amount as to which the undersigned is entitled for each Company Ordinary Share surrendered herewith, the Merger Consideration ), except for shares held by the Company as treasury shares or held by NCR, Merger Sub or any direct or indirect wholly owned subsidiary of the Company. The undersigned has been advised that he, she or it is entitled to receive the Merger Consideration for each Company Ordinary Share owned by the undersigned as of immediately prior to the effective time of the Merger. The undersigned herewith surrenders the certificate(s) listed below (the Certificates ) and/or book-entry statements (the Statements ) attached herewith, which prior to the effective time of the Merger represented Company Ordinary Shares, in exchange for the aggregate Merger Consideration, in accordance with and subject to the terms of the Merger Agreement. Unless otherwise requested below under Special Payment Instructions or Special Delivery Instructions, the undersigned requests that the check for the aggregate Merger Consideration be issued in the name(s) and mailed to the address(es) set forth on the following page. The undersigned hereby irrevocably constitutes and appoints American Stock Transfer & Trust Co., LLC, as paying agent (the Paying Agent ), the true and lawful attorney-in-fact of the undersigned with respect to the Certificates and Statements with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), and instructs the Paying Agent to deliver such Certificates and/or Statements to the Company for cancellation and/or processing, and to receive as the undersigned s agent the aggregate Merger Consideration to which the undersigned is entitled upon surrender of the Certificates and/or Statements, such payment to be promptly forwarded to the undersigned, unless otherwise indicated below under Special Payment Instructions or Special Delivery Instructions, in accordance with the Merger Agreement. All authority herein conferred or agreed to be conferred is irrevocable and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, estates, successors and assigns of the undersigned. The undersigned hereby represents and warrants that the undersigned has full power and authority to submit, sell, assign and transfer the Company Ordinary Shares formerly represented by the Certificates and/or Statements and that the undersigned, immediately prior to the effective time of the Merger, had good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed necessary or desirable by the Paying Agent or NCR in order to complete the exchange of such Certificates and/or Statements for the Merger Consideration. The undersigned agrees that the sole right that the undersigned has in respect of the undersigned s ownership interest in the Company Ordinary Shares held by the undersigned set forth below, if any, shall be the undersigned s right to receive payment for the Company Ordinary Shares owned by the undersigned in accordance with, and subject to, the terms and provisions of the Merger Agreement. By delivery of this Letter of Transmittal, the undersigned accepts the aggregate Merger Consideration and, subject to payment thereof, forever withdraws any and all objections to the Merger with respect to the Company Ordinary Shares owned by the undersigned. The undersigned agrees that delivery of the enclosed Certificate(s) and/or Statement(s) will be effective and the risk of loss and title to such certificate(s) will pass only upon proper delivery thereof to the Paying Agent.

15 Check this box if your certificate(s) has been lost, stolen, misplaced or mutilated. See Instruction 5 on the reverse side of this form. SPECIAL PAYMENT INSTRUCTIONS Complete ONLY if the check is to be issued in a name which differs from the name on the surrendered certificate(s). Issue to: SPECIAL DELIVERY INSTRUCTIONS Complete ONLY if check is to be mailed to some address other than the address reflected above. See Instruction 4. Mail to: Name: Name: Address: Address: (Please see instructions regarding signature guarantee. See Instructions 3 and 4.) YOU MUST SIGN IN THE BOX BELOW (U.S. Persons: Please Also Complete and Return the Attached Substitute Form W-9 Below) (Non-U.S. Persons: Please Also Obtain, Complete and Return Appropriate IRS Form W-8) SIGNATURE(S) REQUIRED Signature(s) of Registered Holder(s) or Agent Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on share certificate(s). If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer for a corporation acting in a fiduciary or representative capacity, or other person, please set forth full title. See Instructions 2 and 3. Registered Holder Registered Holder Title, if any Date: Phone No.: (Please see instructions regarding signature guarantee.) SIGNATURE(S) GUARANTEED (IF REQUIRED) See Instruction 3. Unless the certificates or statements are surrendered by the registered holder(s) of the Company Ordinary Shares, or for the account of a participant in the Securities Transfer Agent s Medallion Program ( STAMP ), Stock Exchange Medallion Program ( SEMP ) or New York Stock Exchange Medallion Signature Program ( MSP ) (an Eligible Institution ), the signature(s) must be guaranteed by an Eligible Institution. See Instruction 3. Authorized Signature Name of Firm Address of Firm - Please Print

16 Important Tax Information Important Notice: The Paying Agent will withhold Israeli tax at the maximum applicable rate under Israeli law from the Merger Consideration to be received by you unless you: (i) Complete, sign, date and return the enclosed Declaration Regarding Israeli Withholding certifying that you (1) are not an Israeli resident; (2) acquired all the Company Ordinary Shares held by you on or after November 28, 1994 (the date of the initial public offering of the Company); and (3) are not a Controlling Shareholder 1 of the Company; or (ii) Complete, sign, date and return the enclosed Declaration Regarding Israeli Withholding certifying that you are an Israeli financial institution; or (iii) Provide a valid certificate from the Israeli Tax Authority providing full exemption from such withholding tax (or the right to a lower rate of withholding) to NCR s reasonable satisfaction. (See Instruction 8, Important Israeli Tax Withholding Information ). If you are a U.S. Person (as defined in Instruction 7, Important U.S. Tax Information for Shareholders ), you must also complete the enclosed Substitute Form W-9. If you are not a U.S. Person, you must provide an appropriate Form W-8. (See Instruction 7, Important U.S. Tax Information for Shareholders ). 1 A Controlling Shareholder is defined as a beneficial owner that holds or is entitled to acquire, directly or indirectly, (i) at least 5% of the issued share capital of the Company, or (ii) at least 5% of the voting power in the Company, or (iii) the right to receive at least 5% of the Company's profits or of its assets upon winding up, or (iv) the right to appoint a director.

17 INSTRUCTIONS FOR SURRENDERING CERTIFICATES AND STATEMENTS (Please read carefully the instructions below) 1. Method of Delivery: Your original certificate(s) and/or book-entry statement(s) along with the Letter of Transmittal must be sent or delivered to the Paying Agent. Do not send your certificates and/or book-entry statements to the Company or NCR. The method of delivery of certificates and/or book-entry statements to be surrendered to the Paying Agent at the address set forth on the front of this Letter of Transmittal is at the option and risk of the surrendering shareholder. Delivery will be deemed effective only when received. If you submit this Letter of Transmittal by facsimile, you must also send or deliver your original certificate(s) and/or book-entry statement(s) in order to receive payment. If the certificate(s) and/or book-entry statement are sent by mail, registered mail with return receipt requested and proper insurance is suggested. 2. Payment in the Same Name: If the check is issued in the same name as the surrendered certificate and/or book-entry statement is registered, the Letter of Transmittal should be completed and signed exactly as the surrendered certificate and/or book-entry statement is registered. Do not sign the share certificate(s). Signature guarantees are not required if the certificate(s) surrendered herewith are submitted by the registered owner of such shares who has not completed the section entitled Special Payment Instructions or are for the account of an Eligible Institution. If any of the shares surrendered hereby are uncertificated and represented by a book-entry statement, then the owner must sign this Letter of Transmittal exactly as such person s name appears on a security position listing as the owner of the shares. If any of the shares surrendered hereby are owned by two or more joint owners, all such owners must sign this Letter of Transmittal exactly as written on the face of the certificate(s) and/or book-entry statement(s). If any shares are registered in different names on several certificates or different names appear on several book-entry statements, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations or book-entry statements. Letters of Transmittal executed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations, or others acting in a fiduciary capacity who are not identified as such in the registration or book-entry statement must be accompanied by proper evidence of the signer's authority to act. 3. Payment in Different Name; Transfer Taxes: If the section entitled Special Payment Instructions is completed, then signatures on this Letter of Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity that is an Eligible Institution. If the surrendered certificates are registered in the name of, or the book-entry statements reflect the name of, a person other than the signer of this Letter of Transmittal, or if payment is to be made to a person other than the signer of this Letter of Transmittal, or if the payment is to be made to a person other than the registered owner(s) or to a person other than the person whose name appears on the records of a nominee company, then (i) the surrendered certificates or book-entry statements must be endorsed or accompanied by duly executed share powers, in either case signed exactly as the name(s) of the registered owners appear on such certificate(s), share power(s), or book-entry statements, as applicable, with the signatures on the certificate(s), share power(s) or book-entry statement(s) guaranteed by an Eligible Institution as provided herein and (ii) the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered owner(s) of such certificate(s) (or person whose name appears on such book-entry statement(s)) that are being surrendered or shall have established to the reasonable satisfaction of the Company that such tax either has been paid or is not applicable. 4. Special Payment and Delivery Instructions: Indicate the name in which and address to which the check is to be sent if different from the name and/or address of the person(s) signing this Letter of Transmittal. If Special Payment Instructions have been completed, the enclosed Substitute Form W-9 or an IRS Form W-8BEN, an IRS Form W-8ECI, and IRS Form W-8EXP or an IRS Form W-8IMY, as applicable, must also be completed for the person named therein, and that person will be considered the record owner. 5. Letter of Transmittal Required; Surrender of Certificate(s; Lost Certificate(s): You will not receive your check unless and until you deliver this Letter of Transmittal, properly completed and duly executed, to the Paying Agent, together with the certificate(s) and/or book-entry statement(s) evidencing your shares and any required accompanying evidences of authority. If your certificate(s) or book-entry statement(s) has been lost, stolen, misplaced or destroyed, contact the Paying Agent for instructions at or prior to submitting your certificates or statements for exchange. Any Company shareholder who has lost certificates or statements should make arrangements (which, in the case of certificates, may include the posting of a bond or other satisfactory indemnification and an affidavit of loss) to replace such lost certificates or statements. Such arrangements should be made with the Paying Agent. 6. All questions as to the validity, form and eligibility of any surrender of certificates or book-entry shares will be determined by the Paying Agent and NCR and such determination shall be final and binding. Paying Agent and NCR reserve the right to waive any irregularities or defects in the surrender of any certificates or book-entry statements. A surrender will not be deemed to have been made until all irregularities have been cured or waived.