COMPLII FINTECH SOLUTIONS LTD — Capital/Financing Update 2004

Dec 23, 2004

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Gowings Retail Limited

ABN

3

date:

price

71 098 238 585

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space)

• *Class of *securities issued Options over ordinary shares 1 or to be issued
• of ⁺securities $\overline{2}$ Number issued or to be issued (if known) or maximum number which may be issued

2,000,000 options

666,667 options exercisable at \$0.261 vesting 15 Principal terms of the *securities (eg, if options, December 2005, expiring 15 December 2009; exercise price and expiry $\mathbf{H}$ partly paid 666,667 options exercisable at \$0.287 vesting 15 the amount ⁺securities. December 2006, expiring 15 December 2010; outstanding and due dates for payment; if ⁺convertible 666,666 options exercisable at \$0.314 vesting 15 securities, the conversion December 2007, expiring 15 December 2011; and dates for conversion)

⁺ See chapter 19 for defined terms.

4	*securities the rank D٥ equally in all respects from the date of allotment with an existing + class of quoted + securities?	Yes
	If the additional securities do not rank equally, please state: the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	See 3 above
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Options issued to directors
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	n/a
8	Number and + class of all $^+$ securities quoted on ASX (including the securities clause 2 if applicable)	$\overline{\overline{C}}$ lass Number 25,431,093 Ordinary in

		Number	$\overline{^+}$ Class
9	Number and $^+$ class of all *securities not quoted on ASX (including the securities in. clause 2 if applicable)	Employee, senior executive and director options	109,000 expiring 31 November 2006 issued at \$1.00 65,000 options exercisable at \$0.60 expiring 31 May 2007 65,000 options exercisable at \$0.80 expiring 31 May 2008 70,000 options exercisable at \$1.00 expiring 31 May 2008 1,333,334 options exercisable at \$0.261 expiring 15 December 2009;
			1,333,334 options exercisable at \$0.287 expiring 15 December 2010;
			1,333,332 options exercisable at \$0.314 expiring 15 December 2011;
			1,100,000 options exercisable at \$0.25 expiring 15 December 2009;
			1,100,000 options exercisable at \$0.25 expiring 15 December 2009;
			1,100,000 options exercisable at \$0, expiring 15 December 2009;
		Options	250,000 expiring 31 November 2006 issued at \$1.00
10	Dividend policy (in the case of a trust, distribution policy) on	N/A
	the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	holder approval N/A security ls. required?
12	Is the issue renounceable or N/A non-renounceable?
13	Ratio in which the + securities N/A will be offered
14	+ Class of + securities to which N/A the offer relates

⁺ See chapter 19 for defined terms.

15	+ Record date to determine entitlements	N/A
16	different Will holdings on registers (or subregisters) be for aggregated calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has + security holders who will not be sent new issue documents	N/A
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	of Closing date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders	N/A
25	If the issue is contingent on + security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus Product or Disclosure Statement will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders participate to. on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if applicable)	N/A

29		Date rights trading will end (if N/A
	applicable)

• 30 How do ⁺security holders sell their entitlements in full through a broker?
• How do ⁺security holders sell $31$ part of their entitlements through a broker and accept for the balance?
• 32 How do ⁺security holders dispose of their entitlements (except by sale through a broker)?

N/A

$N/A$

N/A

N/A

33 *Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$ $\Box$
• $(b)$ $\Box$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of 35 П the additional ⁺securities, and the number and percentage of additional *securities held by those holders
• If the ⁺securities are ⁺equity securities, a distribution schedule of the additional 36 П *securities setting out the number of holders in the categories $1 - 1,000$ $\Omega$ $1,001 - 5,000$ $\Omega$ 5,001 - 10,000 $\mathbf 0$ 10,001 - 100,000 $\mathbf 0$ 100,001 and over $\Omega$
• 37 $\Box$ A copy of any trust deed for the additional ⁺securities

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of $+$ securities for which $\lceil$ N/A quotation is sought

N/A

⁺ See chapter 19 for defined terms.

40	Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities?	N/A
	If the additional securities do not rank equally, please state: the date from which they do extent to which the they $\bullet$ participate for the next dividend. the of (in case a trust. distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend. distribution or interest payment
41	Reason for request for quotation now	N/A
	Example: the In οf case οf restricted securities, end restriction period
	(if issued upon conversion of another security, clearly identify that other security)
		Number	$\overline{\text{t}}$ Class
42	Number + class of and all $^+$ securities quoted on ASX (including the securities in clause 38)	N/A	N/A

Quotation agreement

• 1 ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the ⁺securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those ⁺securities should not be granted ⁺quotation.
• An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any ⁺securities to be quoted and that no-one has any right to return any ⁺securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺securities be quoted.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the ⁺securities to be quoted, it has been provided at the time that we request that the ⁺securities be quoted.

• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ⁺securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any 4 information or document not available now, will give it to ASX before +quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

$\bullet$

24 December 2004

(Director/Company Secretary)

Date

Chris Charleson Print Name

== == == == ==

⁺ See chapter 19 for defined terms.