COMPLII FINTECH SOLUTIONS LTD — AGM Information 2004

Nov 18, 2004

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Gowings Retail Limited ("the Company") will be held at Level 6, Gowings Building, 45 Market Street, Sydney on Tuesday 14 December 2004 at 10.00am.

ORDINARY BUSINESS

$\ddagger$ . To receive and consider the Financial Statements and the reports of the Directors and Auditors for the period ended 1August 2004.

$2.$ Ordinary resolution to appoint Mr Andrew Brown as a director

To consider and, if thought fit, to pass the following ordinary resolution:

"That Mr Andrew Brown who was appointed by the directors and who has retired pursuant to paragraph 6.1(e) of the Company's constitution, and being eligible, is elected as a director of the Company."

3. Ordinary resolution to appoint Mr Tony Young as a director

To consider and, if thought fit, to pass the following ordinary resolution:

"That Mr Tony Young who was appointed by the directors and who has retired pursuant to paragraph 6.1(e) of the Company's constitution, and being eligible, is elected as a director of the Company."

4. Ordinary resolution to re-elect Mr Duncan Shaw as a director

To consider and, if thought fit, to pass the following ordinary resolution:

"That Mr Duncan Shaw who has retired by rotation pursuant to the paragraph 6.1(i) of the Company's constitution, and being eligible, is re-elected as a director of the Company."

5. Approval of grant of options to Andrew Brown

To consider and, if thought fit, to pass the following ordinary resolution:

"That for all purposes including ASX Listing Rule 10.11, the Board of directors of the Company be authorized, to issue 2,000,000 options to subscribe for 2,000,000 fully paid ordinary shares in the Company and to issue 2,000,000 fully paid ordinary shares following the valid exercise of any such options in the Company to Andrew Brown and subject to the conditions set out in the Explanatory Memorandum

6. Approval of grant of options to Tony Young

To consider and, if thought fit, to pass the following ordinary resolution:

"That for all purposes including ASX Listing Rule 10.11, the Board of directors of the Company be authorized, to issue 2,000,000 options to subscribe for 2,000,000 fully paid ordinary shares in the Company and to issue 2,000,000 fully paid ordinary shares following the valid exercise of any such options in the Company to Tony Young and subject to the conditions set out in the Explanatory Memorandum.

7. Approval of grant of options to Tony Gattari

To consider and, if thought fit, to pass the following ordinary resolution:

"That for all purposes including ASX Listing Rule 10.11, the Board of directors of the Company be authorized, to issue 3,000,000 options to subscribe for 3,000,000 fully paid ordinary shares in the Company and to issue 3,000,000 fully paid ordinary shares following the valid exercise of any such options in the Company to Tony Gattari and subject to the conditions set out in the Explanatory Memorandum.

8. Approval of grant of options to Rob Savli

To consider and, if thought fit, to pass the following ordinary resolution:

"That for all purposes including ASX Listing Rule 7.1, the Board of directors of the Company be authorized, to issue 300,000 options to subscribe for 300,000 fully paid ordinary shares in the Company and to issue 300,000 fully paid ordinary shares following the valid exercise of any such options in the Company to Rob Savli and subject to the conditions set out in the Explanatory Memorandum.

9. Ratification of Previous Issue of 2,600,000 Shares

To consider and, if thought fit, to pass the following ordinary resolution:

"That for the purposes of ASX Listing Rule 7.4 and all other purposes, the Company ratifies the allotment and issue of 2,600,000 fully paid ordinary shares in the Company to the parties set out below at \$0.25 per share and on the terms set out in the Explanatory Memorandum that accompanies this notice:

• Trent Capital Limited 1,733,333 shares; and $(a)$
• $(b)$ Tony Young 866,667shares.

$10.$ Change of Name of the Company

To consider and, if thought fit, to pass the following SPECIAL RESOLUTION:

"That the Company change its name to G Retail Limited."

$11.$ Approval to the issue of Shares to members of the Gowing Family

To consider and, if thought fit, to pass the following ordinary resolution:

"That for all purposes including ASX Listing Rules 7.1 and 10.11, the Board of directors of the Company be authorized, to issue 400,000 fully paid ordinary shares in the Company at a price of \$0.25 per share to companies associated with the Gowing Family."

Voting Exclusion Statement

The Company will disregard any votes cast:

• on resolution 5 by Andrew Brown and any associates of Mr Brown;
• on resolution 6 by Tony Young and any associates of Mr Young;
• on resolution 7 by Tony Gattari and any associates of Mr Gattari;
• on resolution 8 by Rob Savli, any associate of Mr Savli and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if resolution 8 is passed;
• on resolution 9 by Trent Capital Limited and Tony Young and any of their associates; $\bullet$
• on resolution 11 by EJ Gowing, Woodside Pty Limited and Warwick Pty Limited and any of $\bullet$ their associates.

However, in each case the Company need not disregard such a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• it is cast by the person chairing the meeting as proxy for a person who is entitled to $\bullet$ vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Notes

• $\mathbf{1}$ A member entitled to attend and vote at this meeting is entitled to appoint not more that two proxies (who need not be members of the Company) to attend and vote on a poll in the member's place. A member wishing to appoint a second proxy may obtain an additional proxy form by telephoning the Company's share registry, Computershare, on 1300 855 080.
• $\mathcal{L}$ If 2 proxies are appointed the appointment should be completed with the nominated proportion or number of votes each proxy may exercise. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes. Fractions shall be disregarded.

Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:

• $(a)$ appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001. $(Cth)$ ; and
• provides satisfactory evidence of the appointment of its corporate $(b)$ representative prior to the commencement of the meeting.

If satisfactory evidence of appointment as corporate representative is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.

3 The form of proxy must be signed by the member or the member's attorney duly authorised in writing or if the member is a corporation by 2 directors or a by a director and a secretary, or if it is a proprietary company that has a sole director who is also the sole secretary, (or has no secretary), by that director, or under hand of its duly authorised attorney or representative.

If an attorney is to attend the meeting please submit the relevant power of attorney for noting and return.

• 4 In the case of joint holders the proxy form may be signed by any one holder.
• 5 Proxies will only be valid and accepted by the Company if they are signed and forwarded to the Company along with any power of attorney or authority under which it is signed (or copy of the power of attorney or authority certified as a true copy) C/- Computershare at the address or fax number quoted below so as to be received not later than 48 hours before the meeting.
• The Company has determined that for the purpose of determining a person's 6 entitlement to vote at the meeting, a person will be recognised as a member and the holder of shares if the person is registered as a holder of those shares on the Company's register as at 5.00pm on Friday, 10 December.
• $\overline{7}$ The Company's principal register is maintained at the following address.

Computershare Investor Services Pty Limited

Level 3, 60 Carrington St

SYDNEY NSW 2000

Telephone: 1300 855 080

Facsimile Number: 02 8234 5050

Recommendation

Except in respect of those resolutions in which directors have an interest (in which case, those invested directors make no recommendation), each of the Directors recommend that you vote in favour of the above resolutions.

BY ORDER OF THE BOARD OF DIRECTORS

² (Larleson

CJ Charleson Company Secretary 19 November 2004

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide members with sufficient information to assess the merits of the resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors of the Company recommend members read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

1. Financial Statements and Reports

The Corporations Act 2001 (Cth) requires the financial report (which includes the financial statements and directors' declaration), the directors' report and the auditor's report (Reports) to be laid before the Annual General Meeting. The Corporations Act 2001 (Cth) does not require for members to approve the Reports, however a reasonable opportunity will be given to ask questions and make comments on the Reports and the management of the Company.

2. Ordinary resolution to appoint Mr Andrew Brown as a director

Mr Andrew Brown was appointed a director by the Board on 2 August 2004. As required by paragraph 6.1(e) of the Company's Constitution he must retire at this AGM. Mr Brown, being eligible, offers himself for election as a director. If elected, Mr Brown will take up his directorship of the Company effective from the date of the meeting which resolved to elect him.

Mr Brown is the Managing Director of Trent Capital Limited and the former Head of equities at Rothschild Australia Asset Management. Mr Brown is also a director of smaller companies in which Trent Capital is an investor.

3. Ordinary resolution to appoint Mr Tony Young as a director

Mr Tony Young was appointed a director by the Board on 2 August 2004. As required by paragraph 6.1(e) of the Company's Constitution he must retire at this AGM. Mr Young, being eligible, offers himself for election as a director. If elected, Mr Young will take up his directorship of the Company effective from the date of the meeting which resolved to elect him.

Mr Young is a former Head of Research at the investment bank Credit Suisse First Boston. Mr Young has subsequently concentrated on expanding his business interests in publishing, stockmarket data/research, property and retail.

4. Ordinary resolution to re-elect Mr Duncan Shaw as a director

Mr Duncan Shaw has been a director since 2001 but is required to retire by rotation pursuant to paragraph 6.1(i) of the Company's constitution. Mr Shaw, being eligible, offers himself for re-election as a director. If elected, Mr Shaw will take up his

directorship of the Company effective from the date of the meeting which resolved to elect him.

Mr Shaw is currently the Executive Director of the Australian Retailers Association of New South Wales and has over 40 years of experience in the retail industry. He commenced at Grace Bros, as a management trainee and attained the role of Group General Manager Retail Operations and a member of the Managerial Board.

5. Approval of grant of options to Mr Brown

Subject to shareholders approving resolution 5, the options to be granted to Mr Brown, the Company's Chairman, will be granted as soon as practicable after the resolution is passed and in any event no later than 31 December 2004.

The options will be granted for no consideration and will be exercisable in 3 tranches the details of which are as follows:

Tranche 1

Number Granted:	666,667
Vesting Date:	1 st anniversary of date of grant
Expiry Date:	5 th anniversary of date of grant
Exercise Price:	VWAP

Tranche 2

Number Granted:	666,667
Vesting Date:	2 nd anniversary of date of grant
Expiry Date:	6 th anniversary of date of grant
Exercise Price:	VWAP + 10%

Tranche 3

Number Granted:	666,666
Vesting Date:	3 rd anniversary of date of grant
Expiry Date:	$7th$ anniversary of date of grant
Exercise Price:	VWAP + 20%

VWAP = Volume Weighted Average Price of GRL shares on the ASX in the 2 months prior to the day preceding the 2004 AGM of the Company

Any funds raised from the exercise of any of the above options by Mr Brown will be used for working capital purposes.

ASX Listing Rule 7.1 provides that an issue of shares or securities convertible into shares approved by shareholders does not count towards the "15% limit" imposed on directors in relation to the number of shares in the Company they may issue in any rolling 12 month period. If approval is given to resolution 5 under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

6. Approval of grant of options to Mr Young

Subject to shareholders approving resolution 6, the options to be granted to Mr Young, the Company's deputy Chairman, will be granted as soon as practicable after the resolution is passed and in any event no later than 31 December 2004.

The options will be granted for no consideration and will be exercisable in 3 tranches the details of which are as follows:

Tranche 1 Number Granted:	666,667
Vesting Date: Expiry Date: Exercise Price:	1 st anniversary of date of grant 5 th anniversary of date of grant VWAP
Tranche 2 Number Granted: Vesting Date: Expiry Date: Exercise Price:	666,667 2 nd anniversary of date of grant 6 th anniversary of date of grant VWAP + 10%

Tranche 3

666,666
3 rd anniversary of date of grant
$7th$ anniversary of date of grant
VWAP + 20%

VWAP = Volume Weighted Average Price of GRL shares on the ASX in the 2 months prior to the day preceding the 2004 AGM of the Company

Any funds raised from the exercise of any of the above options by Mr Young will be used for working capital purposes.

ASX Listing Rule 7.1 provides that an issue of shares or securities convertible into shares approved by shareholders does not count towards the "15% limit" imposed on directors in relation to the number of shares in the Company they may issue in any rolling 12 month period. If approval is given to resolution 6 under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

7. Approval of grant of options to Mr Gattari

Subject to shareholders approving resolution 7, the options to be granted to Mr Gattari, the Company's Managing Director, will be granted as soon as practicable after the resolution is passed and in any event no later than 31 December 2004.

The options will be granted for no consideration and will be exercisable in 3 tranches the details of which are as follows:

Tranche 1
Number Granted:	1,000,000
Vesting:	1 st anniversary of date of grant
Conditions:	Mr Gattari must be an employee and the Company's shares must have traded at a volume weighted average price of \$0.35 or more per share on ASX for a period of at least one calendar month
Expiry Date:	5 th anniversary of date of grant
Exercise Price:	\$0.25
Tranche 2
Number Granted:	1,000,000
Vesting:	2 nd anniversary of date of grant
Conditions:	Mr Gattari must be an employee and the Company's shares must have traded at a volume weighted average price of \$0.40 or more per share on ASX for a period of at least one calendar month
Expiry Date:	5 th anniversary of date of grant
Exercise Price:	\$0.25
Tranche 3
Number Granted:	1,000,000
Vesting:	3rd anniversary of date of grant
Conditions:	Mr Gattari must be an employee and the Company's shares must have traded at a volume weighted average price of \$0.45 or more per share on ASX for a period of at least one calendar month
Expiry Date:	5 th anniversary of date of grant
Exercise Price:	\$0.25

Any funds raised from the exercise of any of the above options by Mr Gattari will be used for working capital purposes.

ASX Listing Rule 7.1 provides that an issue of shares or securities convertible into shares approved by shareholders does not count towards the "15% limit" imposed on directors in relation to the number of shares in the Company they may issue in any rolling 12 month period. If approval is given to resolution 7 under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

8. Approval of grant of options to Mr Savli

Subject to shareholders approving resolution 8, the options to be granted to Mr Savli, the Company's Sales and Operations Director, will be granted as soon as practicable after the resolution is passed and in any event no later than 31 December 2004.

The options will be granted for no consideration and will be exercisable in 3 tranches the details of which are as follows:

100,000
1 st anniversary of date of grant
Mr Savli must be an employee and the Company's shares must have traded at a volume weighted average price of \$0.35 or more per share on ASX for a period of at least one calendar month
5 th anniversary of date of grant
\$0.25
100,000 2 nd anniversary of date of grant
Mr Savli must be an employee and the Company's shares must have traded at a volume weighted average price of \$0.40 or more per share on ASX for a period of at least one calendar month
5 th anniversary of date of grant
\$0.25
100,000
3rd anniversary of date of grant
Mr Savli must be an employee and the Company's shares must have traded at a volume weighted average price of \$0.45 or more per share on ASX for a period of at least one calendar month
5 th anniversary of date of grant
\$0.25

Any funds raised from the exercise of any of the above options by Mr Savli will be used for working capital purposes.

9. Ratification of Previous Issue of 2,600,000 Shares

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such ratification is to restore the company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Resolution 9 has been included such that shareholders may approve and ratify pursuant to Listing Rule 7.4 the issue of 2,600,000 shares to those parties named in Resolution 9

Under a share placement dated 2 August 2004, the Company issued 2,600,000 shares at 25 cents per share. Proceeds from the share issue, \$650,000, have been used to augment the Company's working capital.

The Company wishes to ratify the issues to those parties named in Resolution 9 pursuant to Listing Rule 7.4 in order to allow the Company to have the right to place up to a further 15% of its issued capital at any time during the next 12 months.

10. Change of Name of the Company

The Board has after due consideration reached the conclusion that it would be desirable to change its name to G Retail Limited. The proposed resolution is a special resolution.

11. Approval to the issue of Shares to the Gowing Family

ASX Listing Rule 10.11 prevents a Company from issuing equity securities to a related party of the Company. Related parties of the Company include directors of the Company, directors of an entity which controls the Company, spouses, parents and children of such directors and persons who would have fallen into those categories during the last 6 months.

ASX Listing Rule 7.1 provides that an issue of shares or securities convertible into shares approved by shareholders does not count towards the "15% limit" imposed on directors in relation to the number of shares in the Company they may issue in any rolling 12 month period. If approval is given under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

It is proposed that the directors be authorized to issue 400,000 shares to E J Gowing and companies associated with the Gowing Family at 25 cents per share as set out below:

Woodside Pty Limited - 160,000 shares;

EJ Gowing $-$ 160,000 shares; and

Warwick Pty Limited - 80,000 shares.

As Members of the Gowing Family are related parties to the Company this share issue requires shareholder approval. If approved, the shares will be issued as soon as is practical after the conclusion of the AGM and in any event no later than 31 December 2004.

Funds raised on from the issue will be used for working capital purposes.

Proxy Form

All correspondence to:

Mark this box with an 'X' if you have made any changes to your address details (see reverse)

Computershare Investor Services Pty Limited GPO Box 7045 Sydney New South Wales 2001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000 Facsimile 61 2 8234 5050 www.computershare.com

Appointment of Proxy

I/We being a member/s of Gowings Retail Limited and entitled to attend and vote hereby appoint

the Chairman
of the Meeting	OR
(mark with an 'X')

If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Gowings Retail Limited to be held at Level 6, Gowings Building, 45 Market Street, Sydney NSW on Tuesday 14 December 2004 at 10.00am and at any adjournment of that meeting.

Χ

IMPORTANT: FOR ITEMS 5-9, 11 BELOW

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Items 5-9, 11 below, please place a mark
In this box. By marking this box you acknowledge that the Chairman of the Meet outcome of those Items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of t undirected proxies in favour of Items.

to indicate your directions

Voting directions to your proxy - please mark

To receive and consider the Item 1. Financial Statements and the reports of the Directors and Auditors for the period ended 2004 Item 2. To appoint Mr Andrew Brown as a director Item 3. To appoint Mr Tony Young as a director Item 4. To re-elect Mr Duncan Shaw as a director Approval of grant of options
to Andrew Brown Item 5.

	ltern 6. Approval of grant of options to Tony Young
	Item 7. Approval of grant of options to Tony Gattari
	Item 8. Approval of grant of options to Rob Savli
ltem 9.	Ratification of Previous Issue of

• 2,600,000 Shares
• Item 11. Approval to the issue of Shares
  to members of the Gowing family

In addition to the intention advised above, the Chairman of the Meeting intends intends to vote undirected proxies in favour of each of the other items of business.

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1	Securityholder 2		Securityholder 3
, , , , , , , , , , , , , , , , , , ,	00000000000000000000000000000000000000 .		00000000000000000000000000000000000000
Sole Director and	Director	Director/Company Secretary
Sole Company Secretary
Contact Name		Contact Daytime Telephone		Date
GRR	19PR				008755 · V1

1 Your Address

This is your address as it appears on the company's share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

$\overline{2}$ Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

3 Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company's share registry or you may copy this form.

To appoint a second proxy you must:

• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable $(a)$ to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
• return both forms together in the same envelope. $(b)$

5 Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:	where the holding is in one name, the holder must sign.
Joint Holding:	where the holding is in more than one name, all of the security holders should sign.
Power of Attorney:	to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies:	where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Securityholder or proxy is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 10.00am on Tuesday 14 December 2004. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

IN PERSON	Registered Office - Level 8, 45 Market Street, Sydney NSW 2000, www.gowings.com.au
	Share Registry - Computershare Investor Services Pty Limited, Level 2, 60 Carrington Street, Sydney NSW 2000 Australia
BY MAIL	Registered Office - Level 8, 45 Market Street, Sydney NSW 2000, www.gowings.com.au
	Share Registry - Computershare Investor Services Pty Limited, GPO Box 4195, Sydney NSW 2001 Australia
BY FAX	61 2 8235 8220