The Manager Company Announcements Office Australian Stock Exchange Level 6, 20 Bridge Street SYDNEY NSW 2000

29 November 2004

Dear Sirs

Please find enclosed the following documents for release to the market in connection with the Company's Rights Issue:

1. Letter to shareholders setting out details of the Right Issue
1. Letter to Option holders setting out details of the Rights Issue
1. Prospectus dated 29 November 2004 lodged with ASIC
1. Appendix 4B

Yours faithfully

Violeson

Chris Charleson Company Secretary

F:\PEOPLE\Amanda Stewart\Letters\2004\041129 ASX.doc

29 November 2004

Dear Shareholder

As flagged in our Preliminary Final Report on 27 September 2004, your Directors have resolved to raise approximately \$3.1 million, before issue costs, from an offering of new shares to existing shareholders. The new shares will be offered through a one for two fully underwritten renounceable rights issue. In total 12,515,547 new shares will be offered to existing shareholders at a price of \$0.25 per share.

The issue price is a discount of 20.6% to the closing price at 23 September 2004, the last trading day before the announcement of the rights issue and a 3.8% discount to the closing price on 26 November 2004.

Shares under the rights issue will be offered to all registered holders of ordinary shares as at the close of business on 7 December 2004. The shares will trade ex rights on 1 December 2004 and rights trading will commence on that date. Rights trading will cease on 15 December 2004 and the issue will close on 22 December 2004.

Option holders who are entitled to participate on exercise of their options, will be sent notices in relation to that entitlement on 29 November 2004.

Fractional entitlements to new shares will be rounded up to the nearest whole number of new shares. New shares issued under the rights issue will rank equally in all respects from the date of allotment with all other quoted fully paid ordinary shares in the Company.

The rights issue will be fully underwritten by XL Capital Pty Limited ("XL Capital"). XL Capital is associated with Mr Anthony Young, your Deputy Chairman. The underwriting fees to be paid to XL Capital for underwriting the rights issue are 2.5% of the gross proceeds plus \$10,000 for legal and administrative costs. The Company is advised that XL Capital has fully sub-underwritten the rights issue via agreements with Trent Capital Limited and companies associated with Mr Young. Mr Young and Trent Capital Limited have also provided the Company with a written commitment to take up their full entitlements as shareholders under the rights issue, which collectively amount to 3.083.337 new shares.

Following completion of the rights issue, the Company will have a total of 37,546,640 shares on issue.

The funds raised by the rights issue will be used to fund current year operating losses, repay borrowings, for working capital purposes and to fund the platform from which it is hoped the Company can expand.

Shareholders whose registered address is outside Australia or New Zealand will not be eligible to participate in the pro rata renounceable rights issue and arrangements have been made by the Company to sell the entitlements of ineligible shareholders. The net proceeds from any rights sales will be sent to those ineligible shareholders.

Eligible shareholders who do not wish to take up the renounceable issue can either sell all or part of their rights by completing the appropriate sections of the Entitlement and Acceptance Form and lodging it with their sharebroker. If they are selling only part of their entitlement, eligible shareholders should also enclose a cheque or bank draft for the amount due in respect of the new shares they wish to take up.

Eligible shareholders are also able to transfer their rights off market. Issuer sponsored shareholders should complete a standard renunciation form (which can be obtained by contacting the Company's Share Registry, Computershare Investor Services Pty Limited on 1300 855 080) and shareholders registered on the Chess sub-ledger should contact their sponsoring participant.

Full details of the offer are set out in the rights issue Prospectus which was lodged with the Australian Securities and Investments Commission on 29 November 2004. It is anticipated that the Prospectus and Entitlement and Acceptance Form will be posted to eligible shareholders on 8 December 2004.

Event	Date
"Ex date" and rights trading commences	Wednesday, 1 December 2004
Record date for determining entitlements	Tuesday 7 December 2004
Prospectus and entitlement and acceptance forms to be sent to those entitled	Wednesday 8 December 2004
Rights trading ends	Wednesday 15 December 2004
Shares quoted on a deferred settlement basis	Thursday 16 December 2004
Acceptances close at 5.00pm Sydney time	Wednesday 22 December 2004
Dispatch of shareholding statements for new shares and deferred settlement trading ends	Tuesday 4 January 2005
Trading expected to commence for new shares on a normal T+3 basis	Wednesday 5 January 2005

Other key dates are as follows:

If you have any questions concerning this letter or the rights issue please contact Chris Charleson, the Company Secretary, on 02 9287 6385 or Computershare Investor Services Pty Limited, the Company's Share Registry on 1300 855 080.

Yours sincerely

few J. Blan

Andrew Brown Chairman

29 November 2004

Dear Option holder

Shares under the rights issue will be offered to registered holders of ordinary shares at the close of business on 7 December 2004 (Record Date).

The rights issue will be fully underwritten by XL Capital Pty Limited ("XL Capital"). XL Capital is associated with Mr Tony Young, your Deputy Chairman. The Company is advised that XL Capital has entered into sub-underwriting agreements with Trent Capital Limited and Mr Young. Mr Young and Trent Capital Limited have provided a written commitment to take up their full entitlements under the rights issue.

The funds raised by the rights issue will be used to fund current year operating losses, for working capital purposes and to fund the platform from which it is hoped the Company can expand.

The terms and conditions of the options you currently hold do not entitle you to participate in the rights issue in respect of your options.

If you wish to participate in the issue in respect of any shares into which your options are exercisable you must exercise your options (if exercisable) in time for the new shares to be allotted and be entered into the register of shareholders by the Record Date. To ensure that any new shares issued pursuant to the exercise of any of your options are allotted prior to the Record Date, an Exercise Notice together with a cheque for the exercise price must be received by Computershare, the Company's Share Registry no later than 6 December 2004. Any notice received after that date cannot be assured to result in the allotment of new shares prior to the Record Date.

If you are in doubt as to the action you should take in relation to this notice, you should consult your professional advisor.

If you have any questions concerning this letter or the rights issue please contact Chris Charleson, the Company Secretary, on 02 9287 6385 or Computershare on 1300 855 080.

Yours sincerely

Andrew Brown Chairman

Level 8, 45 Market Street Sydney NSW Australia 2000 1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to what to do, you should consult your financial or legal advisor immediately

Gowings Retail Limited

(to be renamed G Retail Limited)

ACN 098 238 585

Prospectus

1 for 2 Renounceable Rights Issue of 12,515,547 New Shares at \$0.25 per Share to Raise \$3,128, 887

XL Capital Pty Limited Underwriter

Middletons Lawyers Legal Advisor

IMPORTANT INFORMATION

This Prospectus should be read in its entirety. Definitions of certain terms used in this Prospectus appear on page 38.

Shareholders should be aware that their Rights may have value. The Rights Issue is renounceable which enables Shareholders who do not wish to take up all of their entitlement to sell their Rights on the ASX. It is important that Shareholders either accept their entitlement or deal with their entitlement as described in Section 3 - Action required by Shareholders. Please read carefully the instructions on the accompanying Entitlements and Acceptance Form regarding acceptance or disposal of your Rights. If you are in doubt as to the procedure to be followed, you should contact your share broker or the Company's Share Registry, Computershare Investor Services Pty Limited, on 1300 855 080.

Before applying for New Shares under this Prospectus shareholders should consider whether the New Shares are a suitable investment for them.

This Prospectus is dated 29 November 2004. A copy of this Prospectus was lodged with ASIC on 29 November 2004. ASIC and the ASX take no responsibility for the content of this Prospectus.

No securities will be allotted or issued on the basis of this Prospectus after the Expiry Date, which is thirteen months after the date of this Prospectus. This Prospectus does not constitute an offer to Excluded Shareholders.

No person is authorised to give any information or to make any representation in connection with the Rights Issue which is not contained in this Prospectus. Anv interpretation or representation not so contained may not be relied upon as having been authorised by Gowings Retail in connection with the Rights Issue.

CORPORATE DIRECTORY

Registered Office:	Level 8, 45 Market Street SYDNEY NSW 2000
	Telephone: 02 9287 6385
Directors:	Andrew Brown (Chairman) Anthony Young (Deputy Chairman) Tony Gattari (Managing Director) Duncan Shaw (Non Executive Director)
Company Secretary:	Chris Charleson
Share Registry:	Computershare Investor Services Pty Limited Level 3, 60 Carrington Street SYDNEY NSW 2000
	Telephone: 1300 855 080
Legal Adviser:	Middletons Lawyers Level 6, 7 Macquarie Place SYDNEY NSW 2000
Auditor:	HLB Mann Judd Level 19, 207 Kent Street SYDNEY NSW 2000
Underwriter:	XL Capital Pty Limited ACN 091 437 348 Level 4, 350 George Street SYDNEY NSW 2000
Website:	www.gowings.com

KEY INFORMATION SUMMARY

Gowings Retail is making a renounceable Rights Issue of one New Share for every two existing Ordinary Shares held by a Shareholder on the Record Date at an issue price of \$0.25 per New Share payable in full on application. The issue price represents a discount of 20.6% to the closing price on 23 September 2004 (\$0.315), the last trading day before the announcement of the Rights Issue, and a 3.8% discount to the closing price on 26 November 2004 (\$0.26) of Gowings Retail shares on the ASX.

The total number of New Shares to be issued pursuant to the Rights Issue will be approximately 12,515,547. The gross proceeds (before the costs of the Rights Issue) will be approximately \$3,128,887. The Record Date for the purposes of the Rights Issue is 5.00 PM Sydney time on 7 December 2004. The number of New Shares to which you are entitled is shown in the accompanying Entitlement and Acceptance Form. The closing time and date for acceptances and payment is 5.00 PM Sydney time on 22 December 2004.

Two of the Company's major shareholders, Trent Capital Limited and Anthony ("Tony") Young (and his associates) have provided Gowings Retail with a written commitment to take up their full entitlement under the Rights Issue being 3,083,337 New Shares in aggregate. The Managing Director of Trent Capital Limited, Andrew Brown, is the Company's Chairman and Tony Young is the Deputy Chairman.

The Rights Issue has been underwritten by XL Capital Pty Limited (ACN 091 437 348). Tony Young is a director and a 25% shareholder of XL Capital Pty Limited. The Company is advised that XL Capital Pty Limited has fully sub-underwritten the rights issue via agreements with Trent Capital Limited and companies associated with Tony Young.

Event	Date
Lodgement of Prospectus with ASIC	29 November 2004
"Ex date" and rights trading commences on the ASX	1 December 2004
Record Date to determine entitiement to New Shares	7 December 2004
Prospectus with Entitlement and Acceptance Form dispatched to shareholders	8 December 2004
Last day of rights trading	15 December 2004
Last day for acceptance and payment in full	22 December 2004
Allotment of New Shares and dispatch of shareholding statements for New Shares no later than:	4 January 2005
Trading commences for New Shares no later than:	5 January 2005

ISSUE TIMETABLE

Note: All dates (other than the date of the announcement of the proposed issue and the date of lodgement with ASIC) are subject to change and accordingly are indicative only.

SECTION 1 - PROFILE OF GOWINGS RETAIL ______
SECTION 2 - DETAILS OF THE RIGHTS ISSUE _____
SECTION 3 - ACTIONS REQUIRED BY SHAREHOLDERS __________13
SECTION 4 - FINANCIAL INFORMATION ______
SECTION 5 - EFFECT OF RIGHTS ISSUE ON GOWINGS RETAIL ______17
SECTION 6 - STATUTORY REQUIREMENTS ______
SECTION 7 - RISK FACTORS ______
SECTION 8 - ADDITIONAL INFORMATION ______
DEFINITIONS______

29 November 2004

Dear Shareholder

I am pleased to offer you the opportunity to participate in this Rights Issue which will raise just over \$3.1 million before fees. The Rights Issue involves a pro rata renounceable offer of one New Share at an issue price of \$0.25 per New Share, for every two Ordinary Shares held by a Shareholder at the Record Date.

Funds raised by the Rights Issue will be used to fund current year operating losses. working capital purposes, repay debt and fund the platform from which it is hoped Gowings Retail can expand.

Two major shareholders of the Company - Trent Capital Limited and Tony Young (and his associates) - have provided Gowings Retail with a written commitment to take up their full entitlement under the Rights Issue, which amounts to 3,083,337 shares (approximately \$770,834). The Rights Issue has been underwritten by XL Capital Pty Limited on the terms of an underwriting agreement which is summarised in Section 8 of the Prospectus.

Your entitlement to subscribe for New Shares in Gowings Retail and other matters required by law to be disclosed are set out in this Prospectus. I draw your attention to Section 3 - Actions Required by Shareholders which contains the courses of action available to you. The closing date for acceptances and payment in full is 5PM on 22 December 2004. Rights trading will commence on 1 December 2004 and the last day for Rights trading will be 15 December 2004.

Your entitlement to New Shares is set out in the accompanying Entitlement and Acceptance Form.

I urge you to read the Prospectus thoroughly. Please note that the Prospectus is intended to be read in conjunction with the publicly available information relating to the Company, including the Annual Report of the Company for the 52 week period ended 1 August 2004 and the half yearly report for the 26 week period ended 1 February 2004.

If you have any questions, please contact either Chris Charleson, the Company Secretary or Computershare Investor Services Pty Limited, the Company's Share Registry, details of which are set out at the end of Section 3 - Actions Required by Shareholders. On behalf of your directors, I commend the Rights Issue to you.

Yours sincerely,

shen J. Klan

Andrew Brown Chairman

$1.$ Profile of Gowings Retail

$1.1$ Overview

Gowings Retail was listed on the ASX in December 2001 after Gowing Brothers Limited ("Brothers") divested its retail operations. These operations had been established by the Gowing family in 1868, before being formed into a private limited company in 1915. In 1944, the shares of Gowing Brothers Limited were publicly listed on what was then the Sydney Stock Exchange. From the early 1950s, investments began to be made in shares in other companies, utilising the profits and surplus cash flow from the retail business. The strategic decision of the major shareholders of Brothers to focus their activities on investment in shares and property led to the decision to separately list the retail operations in late 2001. At the time of listing, Brothers retained a 35% stake in the Company, after the initial public offering raised \$10 million and distributed \$3 million of shares in-specie to Brothers shareholders. Brothers also granted the Company an exclusive 25 year (plus 25 year option) Intellectual Property Licence ("IPL") governing the use of the "Gowings" and other brand names.

The divestment of the retail operations separated the retail business from that of property ownership, which was retained by Brothers, meaning that the Company entered into lease agreements over fixed periods with external landlords.

The retail operations have expanded from the iconic store on the corner of George Street and Market Street in Sydney - opened in 1929 - to other locations. The first expansion was to a four level store at Wynyard (Sydney CBD) in 1996, followed by Oxford Street. Darlinghurst later that year and two stores in Sydney Airport in 2000, which were closed in October 2002.

In September 2001, the Company opened its first store in a shopping mall, at the Westfield complex in Hornsby. This was followed in December 2002 by a second store in the Westfield Parramatta complex. Both of these stores necessitated the Company entering into fifteen year lease commitments with Westfield and significant fit-out costs, partially funded by the landlord.

From June 2002, the company consistently traded below the 2002 and 2003 financial year forecasts contained in the Company's November 2001 prospectus. The new mall based stores were primarily responsible for these shortfalls.

Despite management changes, the Company continued to incur significant operating losses. These amounted to \$3.3 million before significant items in the 2004 fiscal year. Analysis of these losses led the Company to close its Parramatta store in August 2004, by agreement with the landlord. The necessity to compensate the landlord for fitouts and the unexpired portion of the lease required the Company to raise additional equity capital. This capital was sourced from the then second and third largest shareholders in the Company - Tony Young (and his associates) and Trent Capital Limited respectively.

As a consequence of the increased investment in the Company by Tony Young, in a personal capacity, and Trent Capital Limited, Tony Young and Andrew Brown (the Managing Director of Trent Capital Limited) joined the Board of Directors, which was reduced to four following other resignations. In October 2004, Paolo Gnecchi-Ruscone, the CEO since August 2003, resigned. He has been replaced by Tony Gattari.

$1.2₁$ Principal Activities of Gowings Retail

Gowings Retail operates four stores within metropolitan Sydney, focusing on the supply of contemporary male lifestyle products under the "Gowings" brand through an IPL currently granted by Brothers. Two Sydney CBD stores are located at the corner of George and Market Streets and at Wynyard, a third smaller store located in Oxford Street, Darlinghurst and a fourth store in Westfield Shoppingtown at Hornsby.

The Company retails across 23 separate categories of which the major sales contributors are casualwear, footwear, basic essentials, businesswear and accessories and gifts.

In the 52 week period ended 1 August 2004, the Company generated sales revenue of \$30.0 million, a decrease of \$3.9 million or 11.6% on the previous financial year. The Parramatta store contributed just over \$3 million of sales in the year, leaving the remaining stores and the mailorder/corporate gifts and clothing business with a turnover base of around \$27 million.

$1.3$ Gowings Retail's Ongoing Strategies

The recent changes to the board of Directors have led to a reassessment of the strategic direction of the Company. A new senior management team, led by Tony Gattari, has been appointed, with a mandate to implement strategic change. The major facets of this change are:

Significant new investment in staff training and incentives; $\bullet$
Investment in improvement of supply chain management, especially the $\bullet$ implementation of live inventory modelling and automated restocking;
Greater price discipline: $\bullet$
Enhanced usage of retail space, and reduction in unprofitable concessions:
Improvements in shrinkage of inventory:
Increased focus on supplier relationships;
Re-equipment of the company's Support Centre; and
Optimisation of marketing expenditures. $\bullet$

These broad changes necessitate an increased number of personnel in the Company's Support Centre than was the case in the 2004 financial year. As a consequence, the Company does not expect to operate profitably in the year to 31 July 2005. The aim of this investment is to provide a more solid platform for a potential expansion in the number of outlets in the 2006 financial year.

Industry and Competition^# 1.4

Retail trade in Australia is close to a \$200 billion per annum industry. In the twelve months to September 2004, retail turnover was \$196.1 billion, an 8.1% increase on the corresponding total to September 2003.

Geographically, there is a significant concentration of turnover on the eastern seaboard of Australia. In the year to September 2004, New South Wales accounted for \$66.5 billion or 33.9% of retail trade turnover in Australia. Victorian retail trade turnover of \$247.1 billion was 24.0% of the National total, followed by Queensland's \$38.9 billion or 19.9%. Cumulatively, these three states accounted for 77.8% of national retail trade turnover.

Sectorally, the industry is dominated by food retailing which accounted for \$78.4 billion, or 40% of retail turnover in the year to September 2004. Gowings Retail predominantly operates in the areas designated by the Australian Bureau of Statistics as "Clothing and Soft Goods Retailing" and "Recreational Goods Retailing". In the year to September 2004, these sectors produced retail trade turnover of \$12.76 billion and \$7.98 billion respectively, accounting for 6.5% and 4.1% of total retailing turnover. Based on total sales of \$20.74 billion in its chosen markets gives Gowings a National market share of less than 0.15%.

Gowings Retail's offerings of contemporary men's lifestyle products such as clothing, apparel, gifts, outdoor and adventure products are also offered by a number of competitors including department stores, speciality retail chains and single owner-operated outlets.

A number of retailers target specific sections within the categories covered by Gowings Retail, although no single retailer competes with the Company across all major product areas. Competitors within the Australian clothing and recreational goods market include:

Department stores such as Myer and David Jones;
Broad appeal discount department store chains such as K-Mart, Target and Bia W:
National retail chains specialising in surf, beach and skatewear such as Surf $\bullet$ Dive & Ski, Volcom and Beach Culture;
National retail chains with broader apparel offerings but a young demographic such as General Pants, Just Jeans and Jeans West;
National retail chains with a broader demographic appeal such as Tony $\bullet$ Barlow, R M Williams, Lowes, Fletcher Jones and Ron Bennett;
Single branded concept stores such as Country Road, Timberland, Colorado $\bullet$ and Rivers; and
Specialty adventure clothing stores including Patagonia, Outdoor Heritage and Mountain Designs.

All figures in this section 1.4 are sourced from Australian Bureau of Statistics Retail Industry reports Catalogue Nos. 8501 and 8504.

$2.$ Details of the Rights Issue

$2.1$ The Rights Issue

Gowings Retail is making a renounceable Rights Issue of one New Share for every two Existing Shares held by a Shareholder on the Record Date at an issue price of \$0.25, payable in full on application. The issue price represents a discount of 20.6% to the closing price on 23 September 2004 (\$0.315), the last trading day before the announcement of the Rights Issue, and a 3.8% discount to the closing price on 26 November 2004 (\$0.26) of Gowings Retail shares on the ASX.

The total number of New Shares to be issued pursuant to the Rights Issue will be approximately 12,515,547. The gross proceeds (before the costs of the Rights Issue) will be approximately \$3,128,887.

Fractional entitlements to New Shares will be rounded up to the nearest whole number of New Shares.

$2.2$ Purpose of the Rights Issue

The purpose of the Rights Issue is to raise additional capital to meet the following general objectives:

general working capital:
rebuilding the Head Office / Support Centre platform;
investment in new technology; and
repayment of debt to the Company's bankers and potentially any monies owed under the unsecured loan facility (details of which are contained in Section 8.3 of this Prospectus).

Section 5.1 of this Prospectus deals with the purpose of the Rights Issue in more detail.

$2.3$ Important Dates

The Record Date for the purpose of the Rights Issue is 5.00 PM Sydney time on 7 December 2004. The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. All acceptances and payments must be received by no later than 5.00 PM Sydney time on 22 December 2004. Gowings Retail may vary these dates without notice, but only in accordance with the ASX Listing Rules.

2.4 Rights Trading and ASX Listing

The Rights are renounceable. This enables Shareholders who do not wish to subscribe for some or all of their Rights to sell their Rights.

Trading of Rights will commence on the ASX on 1 December 2004, and will cease at the close of trading on 15 December 2004. Rights to which you are entitled may be sold on the ASX between these dates should you choose not to accept your full entitlement of New Shares. Entitlements not taken up by 5.00 PM (Sydney time) on 22 December 2004 will automatically lapse (unless the Closing Date is extended by the Company in which case the date Rights trading ceases will also be extended).

$2.5$ Stock Exchange Quotation

Gowings Retail has applied to the ASX for the New Shares to be guoted on the official list of the ASX. If official quotation for the New Shares is not granted by the ASX within 3 months after the date of the Prospectus (or such longer period as may be varied by ASIC). Gowings Retail will not allot or issue any New Shares and will repay all application monies received in respect of the New Shares as soon as possible.

2.6 Allotment and Dispatch of Shareholding Statements

No allotment of New Shares will be made pursuant to this Prospectus until proceeds of the Rights Issue have been received and permission is granted for the quotation of the New Shares on the ASX.

It is expected that the allotment of New Shares will take place shortly after the close of the Rights Issue on 22 December 2004, and in any event no later than 4 January 2005. Shareholder statements for New Shares will be dispatched upon completion of allotment.

If the Closing Date for applications is extended, the date for allotment of New Shares and the dispatch of shareholder statements will also be extended.

Application monies will be held in a subscription account until allotment and issue of the New Shares. This account will be established and kept by Gowings Retail in trust for the applicants. Any interest earned on the application monies will be for the benefit of Gowings Retail and will be retained by it irrespective of whether allotment takes place.

2.7 Ranking of New Shares

The New Shares will be fully paid and upon issue will rank equally with Existing Shares. A summary of the rights attaching to the New Shares is set out in Section 8 - Additional Information.

2.8 Underwriting

The Rights Issue has been underwritten by XL Capital Pty Ltd for a fee of 2.5% of the issue plus \$10,000 (including disbursements) for legal and administrative costs. This represents a total fee of \$88,222. Tony Young is a director and 25% shareholder of XL Capital Pty Limited.

Trent Capital Limited and companies associated with Tony Young have committed to take up their full entitlements to the issue. The Company is advised these parties have also fully sub-underwritten the remainder of the issue in the following proportions- Trent Capital Limited 4,000,000 New Shares and the remainder by companies associated with Tony Young. The sub-underwriters will be paid a sub-underwriting fee by XL Capital Pty Limited amounting to 2.5% of the rights sub-underwritten. This will amount to \$25,000 for Trent Capital Limited and \$53,222 for companies associated with Tony Young.

A summary of the underwriting agreement, including major terms and conditions, is set out in Section 8 - Additional Information.

2.9 Major Shareholders

Trent Capital Limited holds 2,906,217 Ordinary Shares in Gowings Retail. Trent Capital Limited has provided the Company with a written commitment to take up its full entitlement under the Rights Issue.

Tony Young and his associates hold 3,260,456 Ordinary Shares in Gowings Retail. These parties have provided the Company with written commitments to take up their full entitlements under the Rights Issue.

The Company has been advised that Trent Capital Limited and Tony Young and his associates have committed to fully sub-underwrite the Rights Issue under a separate agreement with XL Capital Pty Limited.

In the event that the Issue is not fully subscribed by all other shareholders, as a consequence of the sub-underwriting agreement between Trent Capital and the Underwriter and Tony Young and his associates and the Underwriter, the proportional shareholdings of Trent Capital Limited and Tony Young and his associates will increase.

The following table sets out the ownership of Trent Capital Limited and the Tony Young and his associates after completion of the Issue assuming differing levels of acceptances by the remaining existing shareholders:

%	Shares held	% of issued	Shares held by	% of issued
acceptance	by Trent	capital of the	Tony Young	capital of the
of the	Capital	Company held	and his	Company held
Issue#	Limited after	by Trent	associates after	by Tony Young
	the Issue	Capital	the Issue	and his
		Limited		associates
100%	4,359,326	11.61%	4,890,684	13.03%
80%	4,962,237	13.22%	6,174,214	16.44%
60%	5,565,149	14.82%	7,457,745	19.86%
40%	6,168,060	16.43%	8,741,275	23.28%
20%	6,770,972	18.03%	10,024,806	26.70%
በ‰	6.906.217	18.39%	11.776.003	31.36%

excluding entitlements of Trent Capital Limited and Tony Young and his associates

2.10 Market prices of Ordinary Shares

The lowest and highest market sale prices of Ordinary Shares on the ASX during the three months immediately preceding the date of this Prospectus and the dates of those sales were \$0.26 on 29 October and 24, 25 and 26 November 2004 and \$0.36 on 31 August 2004.

The last sale price for Ordinary Shares on the ASX prior to the date of this Prospectus was \$0.26 on 26 November 2004.

2.11 Excluded Shareholders

Gowings Retail has decided that it is unreasonable to make the offer to Shareholders with registered addresses outside Australia and New Zealand, having regard to the number of Shareholders in such places, the number and value of the New Shares they would be offered and the substantial costs of complying with the legal and regulatory regulrements in those jurisdictions.

The Prospectus and Entitlement and Acceptance Form are accordingly being sent to only those Shareholders with registered addresses in Australia and New Zealand. Entitlements of Shareholders with registered addresses outside these countries will be dealt with as set out in Section 8 - Additional Information.

2.12 Last Date for Acceptance and Payment

Completed Entitlement and Acceptance Forms together with full payment for the New Shares taken up under the Rights Issue must be received by the Company's share registry by the Closing Date.

2.13 Expenses

It is estimated that approximately \$150,000 will be payable by Gowings Retail in respect of underwriting, due diligence, advisory, legal and accounting fees and other expenses arising from the Rights Issue.

SECTION 3 - ACTIONS REQUIRED BY SHAREHOLDERS

3. Actions Required by Shareholders

$3.1$ What you may do

The number of New Shares to which you are entitled (your entitlement) is shown on the accompanying Entitlement and Acceptance Form.

You may:

take up your entitlement in full; or $\bullet$
sell all of your entitlement on the ASX; or
accept part of your entitlement and sell the balance on the ASX: or
accept part of your entitlement and allow the balance to lapse; or
transfer your entitlement to another person other than on market using the ASX: or
allow your entitlement to lapse. $\bullet$

If you wish to take up your entitlement in full

Complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the form. Forward your completed form, together with a bank draft or cheque for the amount shown on the form to Gowings Retail's Share Registry, Computershare Investor Services Pty Limited no later than 5.00pm Sydney time on 17 December 2004.

If you wish to sell all of your entitlement on the ASX

Complete the section on the back of the accompanying Entitlement and Acceptance Form marked "Sale of Rights: Instructions to Your Sharebroker" and forward the form to your sharebroker. Rights trading commences on 1 December 2004. You must deal with your entitlement by close of trading on the ASX on 15 December 2004, when Rights trading ceases.

If you wish to accept part of your entitlement and sell the balance on the ASX

Complete the accompanying Entitlement and Acceptance Form for that part of your entitlement that you wish to accept and also complete the section on the back of the form marked "Sale of Rights: Instructions to Your Sharebroker" for the balance that you wish to sell on the ASX. The completed form should be forwarded to your sharebroker together with a bank draft or cheque for the amount due in respect of the New Shares you intend to accept (being the number of New Shares you wish to accept multiplied by \$0.25).

Rights trading commences on 1 December 2004. You must deal with that part of your entitlement which you do not intend to accept by close of trading on the ASX on 15 December 2004, when Rights trading ceases.

If you wish to accept part of your entitlement and allow the balance to lapse

Complete the accompanying Entitlement and Acceptance Form for that part of your entitlement that you wish to accept and forward the form, together with a bank draft or cheque for the amount due in respect of the New Shares you intend to accept (being the number of New Shares you wish to accept multiplied by \$0.25) to Gowings Retail's Share Registry, Computershare Investor Services Pty Limited, by no later than 5.00 PM Sydney time on 22 December 2004. It may not be in your interests to take this course of action. Before allowing your Rights to lapse you should consult your sharebroker and other professional advisers.

If you wish to transfer all or part of your entitlement to another person other than on market using the ASX

Forward a completed and stamped standard renunciation form (obtainable from your sharebroker or from Gowings Retail's Share Registry) together with the accompanying Entitlement and Acceptance Form completed by the transferee and the transferee's bank draft or cheque for the amount due in respect of the New Shares to reach Gowings Retail's Share Registry, Computershare Investor Services Pty Limited, by no later than 5.00 PM Sydney time on 22 December 2004.

$3.2$ Entitlements Not Taken Up

If you decide not to accept all or part of your entitlement to New Shares, you are advised to sell the Rights to New Shares rather than allow the Rights to lapse. Rights not taken up will lapse. The New Shares will be taken up by the Underwriter and you will receive no benefit. It is therefore important that you take action either to accept or sell your entitlement in accordance with the above instructions.

$3.3^°$ Payment

Acceptance for New Shares must be accompanied by payment in full of \$0.25 per New Share. Payment by cheque or bank draft will be accepted only in the form of an Australian currency cheque or bank draft drawn on and payable at any Australian Bank.

Cheques should be made payable to "Gowings Retail Limited - Rights Issue" and crossed "Not Negotiable". Shareholders must not forward cash. Receipts for payment will not be forwarded to Shareholders.

$3.4$ Taxation Considerations

Shareholders should consult their own professional tax adviser in relation to the taxation implications of subscribing for New Shares under this Prospectus.

$3.5$ Enquiries

For further information please contact either your sharebroker or Gowings Retail's Share Registry at:

Gowings Retail - Share Registry Computershare Investor Services Pty Limited

Telephone: 1300 855 080 Facsimile: $(02)$ 8234 5050

4. Financial Information

On 10 November 2004, the Company lodged its 2004 Annual Report covering the 52 week period to 1 August 2004 with the ASX. A copy of the Annual Report is available free of charge to any person who requests a copy in relation to this prospectus.

In the 52 week period to 1 August 2004, the Company recorded a loss after significant items of \$13.011 million as follows:

Consolidated Statement of Financial Performance
For the 52 week period ended 1 August 2004
	Consolidated Entity 2004	2003
	\$'000	\$'000
Sales revenue (sales of goods)	30,003	33,939
Cost of sales	(18, 464)	(20, 024)
Gross Profit	11,539	13,915
Other revenue from ordinary activities	1,082	1,014
Selling expenses	(6, 655)	(6,985)
Occupancy expenses	(4,633)	(4, 277)
Marketing expenses	(1,280)	(1, 546)
Distribution expenses	(691)	(611)
Administration expenses *	(12, 367)	(3, 135)
Borrowing costs	(21)	(23)
Profit/(Loss) From Ordinary Activities Before Income
Tax Expense	(13,026)	(1,648)
Income tax credit/(expense) relating to ordinary activities	15	(49)
Net Profit/(Loss) Attributable to Members of the Parent Entity	(13, 011)	(1,697)
Net profit attributable to outside equity interests	(13)	(10)
Total Changes In Equity Other Than Those Resulting From
Transactions With Owners As Owners	(13, 024)	(1,707)
* includes individually significant items of \$9,709,000
Earnings/(Loss) per Share
Basic earnings/(loss) per share (cents)	(63.5)	(8.3)
Basic earnings/(loss) per share (before individually significant
items) (cents)	(16.2)	(8.3)
Profit Before Individually Significant Items 2004
Profit/(loss) from ordinary activities before tax and
Individually significant items	(3,317)	(1,648)
Individually significant items	(9,709)
Taxation	15	49
Net profit/(loss)	(13, 011)	(1,697)

Sales revenues amounted to \$30.0 million (2002/03 \$33.9 million), down 11.6% on the previous year. The decrease was primarily due to poor Christmas trading combined with a deferment of the annual Warehouse Sale from July to August.

The Company's gross margin reduced to 38.5% following a critical review of stock holdings and the significant reduction in the number of stock lines held. While this had an adverse effect on gross margin, there was a \$1.8 million or 18% reduction in stock held. The effect of this stock reduction programme was to free up working capital.

Trading and administrative expenses (before individually significant items) decreased 4% to \$15.9 million (2002/03: \$16.6 million).

Gowings Retail Limited signed a Deed of Release to exit its Parramatta lease and vacated the store on 20 August 2004. The exit from Parramatta will allow the Company and Management to focus on the remaining four stores and improve their trading performance.

Individually significant items amounted to \$9.7 million and comprised a \$4.4 million goodwill write-down, \$2.0 million plant and equipment write-down, \$1.5 million store exit costs, \$1.5 million provision for onerous lease commitments and \$0.3 million of restructuring costs.

The loss after taxation for the 52 week period ended 1 August 2004 was \$13.0 million (2002/03: \$1.7 million).

Further information on the Company's financial position is contained in Section 5.

SECTION 5 - EFFECT OF THE RIGHTS ISSUE ON GOWINGS RETAIL

$5.1$ Rationale for the Rights Issue

The Company wishes to raise additional equity for four major, but not exclusive reasons:

Improvement in working capital: ٠
Rebuilding of Support Centre platform;
Investment in new technology: and
To repay debt to the Company's bankers and potentially any monies owed under the unsecured loan facility (details of which are contained in Section 8.3 of this Prospectus).

The Directors of the Company believe that due to the high level of fixed commitments for rental leases into the future, it is more prudent that the company operate with a lower level of financial gearing. The Company, as is the case with many retailers, operates in an environment where the amount owed to creditors (suppliers) runs at significantly higher levels than the amount owed to the Company by debtors (customers). Any change in trading terms by suppliers, arising from a reduction in their confidence over the Company's financial position, can potentially lead them to shorten the number of days they allow the Company to pay for inventory. In turn, this can lead to a requirement for rapid inventory liquidation, and a significant reduction in profitability. The Directors wish to maintain strong relationships with all suppliers.

The Directors are also committed to rebuilding a stronger centralised head office infrastructure ("Support Centre") for the Company, to facilitate growth in the number of store outlets beyond the 2005 financial year. As a consequence, the Company has recently embarked on an expansion of the number of employees in the Support Centre. In particular, senior appointments such as a new Sales and Operations Director and a Human Resources Manager have been made. Expansions of the Buying, Finance and IT teams are also in progress. As a consequence, the Company's Support Centre costs are likely to be in excess of the levels of the year to 1 August 2004. In the absence of a significant improvement in store trading performance, or a reduction in other discretionary expenditures such as marketing, it is the expectation of the Directors that significant operating losses will recur in the year to 31 July 2005. However, the Directors firmly believe that without such investment, the Company's longer term prospects will be further degraded.

A specific part of the investment relates to the requirement to upgrade computerised and other automated systems in the areas of live stock monitoring and modelling, automated replenishment, point of sales systems, internal communication and server systems and other operating software. Whilst certain types of this equipment can be leased, the Directors believe that given existing fixed charges, outright purchase will be required.

$5.2$ Share Capital

Gowings Retail has 25,031,093 Ordinary Shares on issue as at the date of this Prospectus. The Rights Issue will increase the number of Ordinary Shares by 12,515,547 New Shares and the total number of Ordinary Shares on issue, if the Rights Issue is taken up in full, will be 37,546,640.

The number of Ordinary Shares on issue at the end of the last financial year (and as disclosed in the 2004 Annual Report) was 20,433,093. On 25 August 2004 2,600,000 Ordinary Shares were issued via a placement at \$0.25 per share to partially fund the exit from the Parramatta store. On 29 October 2004 1,998,000 Ordinary Shares were issued at \$0.25 under a Shareholder Share Purchase Plan ("SSPP"). Funds from the SSPP were used for working capital purposes.

Options

Gowings Retail has 582,000 options over unissued shares outstanding. All of these options are substantially out of the money with exercise prices of between \$0.60 per share and \$1.00 per share. The Directors believe it is unlikely that any of these options will be exercised to enable the holder to take up New Shares in the Rights Issue.

$5.3$ Effect on Net Profit and Cashflow of Gowings Retail

Three of the four Directors of the Company have only taken up their positions within the past four months. As a consequence of the significant changes to the Company's business which are envisaged, including but not limited to required investment in the Support Centre, and in light of the numerous company specific and seasonal trading risks which are considered in Section 7.7.8, the Directors do not believe it is prudent to make a specific loss forecast for the current year.

Despite the closure of the unprofitable Parramatta store, higher Support Centre operating costs will continue to result in the Company continuing to record significant operating losses, in the absence of unforseen circumstances.

In the three months to 31 October 2004, management accounts show that the Company recorded an unaudited loss of \$809,000 as follows:

Three months to	31 October 2004	31 October 2003	31 October 2003
\$000's			Adjusted $( #)$
Sales Revenue	7,047	6,384	5,830
Cost of sales	(4,226)	(3, 555)	(3,238)
Gross Profit	2,821	2,829	2,592
Other revenue	215	312	310
Operating expenses	(3,695)	(3,926)	(3,529)
Loss from ordinary activities
before income tax expense
and individually significant
items	(659)	(785)	(627)
Individually significant items	(150)	(129)	(129)
Loss from ordinary activities
before income tax expense	(809	'914)	756)
de a distanto di Care alla accessora Cinemata a continuo alla cale di San Dinastia di Canada di Canada di Cana

adjusted for closure of Parramatta store in August 2004.

The three months to 31 October 2004 includes the Warehouse sale which took place at the Company's Market Street store for much of August 2004. This accounts for most of the 20.8% increase in sales.

5.4 Pro forma Statement of Financial Position

The table below shows (i) the audited statement of financial position of the Company as at 1 August 2004 as disclosed in the Company's 2004 Annual Report released on 10 November 2004, (ii) the unaudited statement of financial position as at 31 October 2004 from management accounts and (iii) the pro forma statement of financial position as at 31 October 2004 adjusted for completion of the Offer. It is intended to be illustrative only and it reflects neither the actual position of the Company as at the date of this prospectus nor at the conclusion of the Offer.

\$000	Audited	Unaudited	Pro forma
	Accounts	Management	unaudited
		Accounts
	1 August	31 October 2004	31 October
	2004		2004
Current Assets
Cashi	523	406	2,885
Receivables/other	692	553	553
Inventory	8,407	8,789	8,789
Total Current Assets	9,622	9,748	12,227

Non Current Assets
Property, plant 8. equipment	1,921	1,885	1,885
Receivables/other	177	172	172
Total Non Current Assets	2,098	2,057	2,057

TOTAL ASSETS	11,720	11,805	14,284

Current Liabilities
Payables	5,300	4,008 505	4,008
Interest bearing liabilities	4		5
Provisions/other	607	1,002	1,002
Total Current Liabilities	5,911	5,515	5,015
Non Current Liabilities
Interest bearing liabilities	9	7	7
Provisions/other	1,296	1,270	1,270
Total Non Current Liabilities	1,305	1,277	1,277

TOTAL LIABILITIES	7,216	6,792	6,292
NET ASSETS	4,504	5,013	7,992

Equity
Parent Equity Interest
Contributed Equity	18,661	19,919	22,898
Retained losses	(14, 218)	(14, 967)	(14, 967)
Total Parent Equity Interest	4,443	4,952	7,931
Outside equity interest in
controlled entities	61	61	61
TOTAL EQUITY	4,504	5,013	7,992

Pro forma abridged consolidated statement of financial position

The above table uses unaudited management accounts dated 31 October 2004 as the basis for the pro forma as these are the most recently available management accounts. The pro forma statement of financial position has been prepared on the basis of the assumption that an issue takes place of 12,515,547 shares at \$0.25 each, raising \$3,128,887 less estimated costs of approximately \$150,000.

$5.5$ Adoption of Australian Equivalents to International Financial Reporting Standards $("IFRS")$

The Australian Accounting Standards Board (AASB) is adopting IFRS for application to reporting periods beginning on or after 1 January 2005. The AASB has issued Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to IASB interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the consolidated entity's financial statements for the half year ending 31 January 2006 and the year ending 31 July 2006.

Entities complying with Australian equivalents to IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments required on transition to IFRS will be made, retrospectively, against opening retained earnings as at 1 August 2004.

The Company is in the process of establishing a small project team to manage the transition to Australian equivalents to IFRS chaired by the Chief Financial Officer and reporting to the Audit Committee. The Company will inform key stakeholders of the impact of these new standards as they are finalised.

Work has commenced in gathering information in the following areas where key differences may arise:

Income tax

Under AASB 12 Income Taxes, deferred tax balances are determined using the balance sheet method which calculates temporary differences based on the carrying amounts of an entity's assets and liabilities in the statement of financial position and their associated tax bases. In addition, current and deferred taxes attributable to amounts recognised directly in equity are also recognised directly in equity.

This will result in a change to the current accounting policy, under which deferred tax balances are determined using the income statement method. Items are only tax-effected if they are included in the determination of pre-tax accounting profit or loss and/or taxable income or loss and current and deferred taxes cannot be recognised directly in equity.

Share-based payments

The present policy of potentially providing share-based compensation to employees will, under AASB 19 Employee Benefits, result in the recognition of an expense and an equivalent increase in equity.

Impairment of assets

Under AASB36 Impairment of Assets the recoverable amount of an asset is determined as the higher of net selling price and value in use. This will result in a change in the Company's current accounting policy which determined the recoverable amount of an asset on the basis of undiscounted cash flows. Under the new accounting policy it is likely that impairment of assets will be recognised sooner than under the existing policy and that the amount of write-downs will be greater. Reliable estimation of the future financial effects of this change in accounting policy is impracticable because the conditions under which impairment will be assessed are not yet known.

The above should not be regarded as a complete list of changes in accounting policies that will result from the transition to Australian equivalents to IFRS, as not all standards have been analysed as yet, and some decisions have not yet been made where choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of the transition to Australian equivalents to IFRS on the consolidated entity's financial position and reported results.

SECTION 6 - STATUTORY REQUIREMENTS

6. Statutory Requirements and Additional Information

$6.1$ Continuous Reporting and Disclosure Obligations

This Prospectus is issued pursuant to Sections 713 of the Corporations Act as a Prospectus for the offer of continuously quoted securities.

Gowings Retail is a Disclosing Entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. As a listed company, Gowings Retail is subject to the Listing Rules which require immediate disclosure to the market of any information of which the Company is aware which a reasonable person might expect to have a material impact on the price or value of its shares.

The ASX maintains detailed records of company announcements for all companies listed on the ASX. Gowings Retail's file is available for inspection at the ASX.

ASIC also maintains records in respect of documents lodged with it by the Company, and these may be obtained from or inspected at an office of ASIC.

The Company will provide free of charge to any person who requests it during the application period under this Prospectus a copy of:

6.1.1 Gowings Retail's annual financial report for the financial period ended 1 August 2004 (being the last financial statements of a full financial period lodged with ASIC before the issue of this Prospectus); and
6.1.2 documents released to the ASX pursuant to the Company's continuous disclosure obligations under the Listing Rules and Sections 674 of the Corporations Act since the lodgement of financial statements referred to in (a) above and before lodgement of this Prospectus with ASIC. The following is a list of such releases that are available:

Date lodged	Description
25 November 2004	Change of Director's Interest Notice
10 November 2004	2004 Annual Report
8 November 2004	Change of Director's Interest Notice
29 October 2004	Financial Report
29 October 2004	Initial Director's Interest Notice
29 October 2004	Final Director's Interest Notice
29 October 2004	Appendix 3B
27 October 2004	Details of Managing Director's Remuneration Package
22 October 2004	Resignation of CEO/Managing Director/Loan Facility
7 October 2004	Shareholder Share Purchase Plan
29 September 2004	Final Director's Interest Notice

$\overline{7}$ Risk Factors

$7.1$ Risk associated with Holding Shares in Gowings Retail

Activities of the Company are subject to a number of risks and other factors which may impact on its future performance. Some of these risks can be mitigated by the use of safeguards and appropriate controls. However, many are outside the control of the Company and cannot be mitigated. There are also general risks associated with any investment in shares.

The major factors which investors should consider before they make a decision whether or not to take up their entitlement include, but are not limited to, the following:

$7.2$ General Investment Risks

A number of factors outside the control of the Company may impact significantly on the Company, its performance and the price of its shares, including:

7.2.1 Economic conditions in Australia and internationally;
7.2.2 Investor sentiment and local and international stock market conditions;
7.2.3 Changes in fiscal, monetary and regulatory policies; and
7.2.4 Changes in the value of the Australian dollar on foreign exchange markets. The Company imports approximately 10% of its inventory directly from overseas.
7.2.5 Investors should recognise that the price of shares in the Company may fall as well as rise.

$7.3$ Competition

Gowings Retail faces a range of competitors in each of the areas of the retail market within which it operates. Gowings Retail's future performance will be dependent on its ability to compete effectively against its current and future competitors.

The Company's competitors include a number of far larger and diverse companies for whom offerings in competition to Gowings Retail account for a small proportion of overall sales. Such companies generally have more efficient supply chain managements systems, greater levels of negotiating leverage relative to suppliers, greater economies of scale and are financially stronger than the Company. As a consequence, these larger competitors are able to aggressively compete on price in selected areas of the Company's operation. Sustained campaigns by these larger competitors could lead to the Company continuing to incur significant operating losses.

The Company is also subject to high levels of competition from smaller private operators, who are extremely nimble in their operations, and are not subject to the same level of scrutiny as a publicly listed enterprise.

$7.4$ Additional Funding Requirements

In the event that the Company does not return to profitability by the end of the year to 31 July 2006, it is likely that further funding will be required. To date, operating losses in the financial years 2003 and 2004 have generally been funded from a decline in the Company's level of inventory. Whilst increased efficiencies in inventory management will permit funds to be freed up from this area, the quantum of cash released will be constrained by the requirement of the Company's operations to maintain an adequate level of stock on hand. Further, in the event that the Company opens new store outlets, it will be required to fund the fit outs of such stores, as well as requisite inventory. Inadequate levels of profitability, or ongoing losses from the current configuration of stores will necessitate the seeking of additional funding for such expansion.

$7.5$ Possible Tax Law Changes

The future taxation regime for companies and other entities is in a state of change, and future legislative changes in this area may impact on the tax position of both the Company and individual shareholders.

7.6 Profitability

Failure to achieve revenue growth either organically or through expansion will have an adverse effect on the future results of Gowings Retail.

$7.7$ Specific Business Risks

At the current time, the Company faces a number of specific risk factors over and above those highlighted in items $7.1 - 7.6$ above. These factors include:

7.7.1 Substantial changes in the senior management team of the Company over recent months. The Company has a new Managing Director and a new Sales and Operations Director each of whom has significant retailing experience, but in areas generally outside those of the Company's apparel, footwear and accessories focus;
7.7.2 Substantial changes in the board of Directors. The Company's board has changed significantly since August and contains only one Director with more than six months tenure;
7.7.3 Key personnel risk. The Company operates with a limited number of key personnel who would have a meaningful negative impact on the business should they decide to resign. Turnover in the senior ranks of the Company has been extremely high since the flotation in late 2001, with three Managing Directors (or their equivalents), two Chief Financial Officers, various changes in key Operations and Buying roles and a high turnover of Store Managers;
7.7.4 High fixed rental charges and commitments. The Company leases its store outlets from other organisations, on long term commitments, as follows:

45 Market Street, SYDNEY Lease from Gowing Brothers Limited to 31 July 2011 with a 10 year option

319 George Street, SYDNEY ("Wynyard") Lease from Gwynvill Properties Pty. Limited to 31 July 2008 with $2 \times 5$ year options

Oxford Street, DARLINGHURST

Lease from Sydney City Council to 31 December 2008 with a 5 year option

Westfield Shoppingtown, HORNSBY Lease from inter alia Westfield Group to 24 September 2016

The ability of the Company to extricate itself from these commitments in the event that it is unable to meet such commitments, or earn an economic return under the agreed rentals is contractually limited.

7.7.5 Requirement to negotiate transfer of brands and intellectual The Company's former parent, Brothers, is the owner of property. various registered and unregistered trade marks which are utilised within the Gowings Retail business. Brothers granted the Company an exclusive licence for the use of these trade marks and other selected intellectual property for a period of 25 years from late 2001 with an option for a further 25 years. At present, Brothers has significant rights to stipulate the use of the trade marks in relation to specific products and the requisite level of expenditure required. Brothers may also terminate the licence under certain circumstances including a change in control of the Company, an insolvency event occuring in relation to the Company, the Company breaching a material provision of the agreement or the Company disposing of the whole or any substantial part of its assets other than in the ordinary course of business. A fuller exposition of this Intellectual Property Licence is given on pages $58 - 59$ of the Prospectus dated 8 November 2001, a copy of which is available upon request.

As a component of the agreement to procure funding in August 2004 from Trent Capital Limited and relevant interests of Tony Young, Brothers agreed in principle to transfer these brands and intellectual property under a perpetual licence to the Company, and simplify other aspects of the original licence agreement. At the present time, no binding agreement has been struck between the Company and Brothers, and there is no quarantee that such an agreement will be reached. In the event that no agreement between the Company and Brothers is effected in respect of this licence, the Directors believe the Company's future prospects could be significantly impaired.

7.7.6 Reliance on third party brands. Gowings sells third party brands (including RM Williams, Bonds and King Gee). As Gowings is not the owner of the brands there is a risk that it may lose the right to sell these brands. A loss of right to use a brand may have an adverse impact on trading performance. The apparel retailing industry in Australia is showing an increased movement towards exclusive supply arrangements on specific lines between manufacturer/brand owner and major retail chains.
7.7.7 Supplier risk. The Company operates in an environment where amounts owed to creditors (its suppliers) run at significantly higher levels than the amounts owed to the Company by debtors (its customers). As at 1 August 2004, the Company had trade debtors of \$0.205 million after provisions for doubtful debts, but owed trade creditors, mainly suppliers, \$3.247 million - an effective shortfall of \$3.042 million. Any change in trading terms by suppliers, arising from a reduction in their confidence in relation to the Company's financial position, can potentially lead them to shorten the number of days they allow the Company to pay for inventory. In turn, this can lead to a requirement for rapid inventory liquidation, cash drain on the Company and further increases in losses.
7.7.8 Seasonality of business. The Company's business is heavily influenced by a small number of significant events during the year, including the Christmas trading period, post Christmas sales period, Fathers' Day, and other specific events such as Warehouse sales. As a consequence, the Company's profitability from month to month displays significant volatility. Moreover, a significant proportion of the Company's profits have tended to be earned in the first six months of the fiscal year i.e. the six months to end January. Whilst trading in this period in the past two fiscal years has been below the Company's internal expectations, there is no quarantee that improvement will be forthcoming in the current period, especially when recent changes of senior personnel are considered.
7.7.9 Fashion. The apparel retail industry is subject to rapid and occasionally unpredictable changes in customer preferences. If Gowings Retail misjudges trends in its customer base or fails to sell stock at anticipated prices, lower sales and margins could result. In addition, customers' perceptions that the Company is no longer able to offer fashionable products and reasonable prices may also adversely impact the reputation of the Company.
7.7.10 Systems and databases. The company is heavily reliant on its Point of Sales (PoS) systems, Electronic Funds Transfer Point of Sale (EFTPOS) facilities supplied by Commonwealth Bank Limited, and its internal databases and systems. A prolonged outage of such systems could inhibit the Company's ability to service, support, induce and/or communicate with its customers, or process their transactions in a timely and accurate fashion.

8. Additional Information

$8.1$ Rights Attaching to New Shares

The New Shares issued pursuant to this Prospectus will be fully paid Ordinary Shares and will rank equally in all respects with the Company's fully paid Ordinary Shares currently on issue.

Subject to any restrictions on the allotment of Shares imposed by the Company's Constitution, the Listing Rules and Corporations Act, the Directors may issue or otherwise dispose of Ordinary Shares on such terms and conditions as they see fit.

The following is a broad summary of the rights which attach to the Ordinary Shares. It is not intended to be an exhaustive or definitive summary of the rights and obligations of Shareholders. Further details of the rights attaching to Ordinary Shares are set out in Gowings Retail's Constitution, a copy of which can be inspected at Gowings Retail's registered office during normal business hours, or at the ASX.

8.1.1 Voting Rights. At each general meeting of Gowings Retail, on a show of hands, every shareholder present in person or by proxy or representative or attorney has one vote, and on a poll, every shareholder has one vote for each fully paid Ordinary Share held by them in respect of which the shareholder is entitled to vote or if not fully paid, a vote equivalent to the proportion of the amount paid.
8.1.2 Meetings of Shareholders. Shareholders are entitled to be present and to vote at a meeting of shareholders in person or by proxy or attorney or representative.
8.1.3 Dividends. The Directors may pay any interim and final dividends as, in their judgement, the financial position of Gowings Retail justifies. However, it is not contemplated that any dividends will be paid in the next twelve months given the anticipated operating losses of the Company.

Subject to any rights or restrictions attached to any shares or class of shares, all dividends in respect of shares must be paid to the shareholders in proportion to the number of shares held by a shareholder, but where shares are partly paid, all dividends must be apportioned and paid proportionately to the amounts paid (not credited) on the shares.

8.1.4 Winding Up. If Gowings Retail is wound-up and the property of Gowings Retail is more than sufficient to pay all debts and liabilities of Gowings Retail and to cover the costs of winding up, the excess must be divided among the shareholders in proportion to the number of shares held by them.

If Gowings Retail is wound up, the liquidator may, with the sanction of a special resolution, divide among the shareholders the whole or any part of the property of Gowings Retail and determine how the division is to be carried out as between the shareholders or different classes of shareholders.

8.1.5 Transfer of Shares. Subject to Gowings Retail's Constitution and the rights or restrictions attached to any shares or class of shares, a shareholder may transfer all or any of their shares by a proper SCH transfer or an instrument in writing in any usual form or in any other form that the directors approve. A transferor of shares remains the holder of the shares until the transfer is effected in accordance with the SCH Business Rules or registered and the name of the transferee is entered in the register of members of Gowings Retail.

The Directors may decline to register an instrument of transfer where the transfer is not in registrable form or the refusal is permitted under the Listing Rules or the SCH Business Rules.

8.1.6 Increases in Capital. Subject to Gowings Retail's Constitution and the Listing Rules and without prejudice to any special rights conferred on the holders of any shares or class of shares, the directors may issue or grant options in respect of shares, or otherwise dispose of shares, to such persons, for such price, on such conditions, at such times and with such preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital, participation in the property of Gowings Retail on winding up or otherwise as the directors think fit.

8.2 Material Contracts

8.2.1 Underwriting Agreement. The Company has entered into an underwriting agreement with the Underwriter pursuant to which the Underwriter has agreed to underwrite the Rights Issue for \$88,222 (being a fee of 2.5% of the total funds raised by the issue of underwritten New Shares plus \$10,000 in legal and administrative expenses). Tony Young is a director and 25% shareholder of the Underwriter.

Trent Capital Limited and companies associated with Tony Young have committed to take up their entitlements to the issue. The Company is advised that these parties have fully sub-underwritten the remainder of the issue, in the following proportions - Trent Capital Limited 4,000,000 New Shares and the remainder by companies associated with Tony Young. The sub-underwriters will be paid a sub-underwriting fee by XL Capital Pty Limited amounting to 2.5% of the rights sub-underwritten. This will amount to \$25,000 for Trent Capital Limited and \$53,222 for companies associated with Tony Young.

The Underwriter may, by notice to the Company, terminate its underwriting liability under the underwriting agreement if any of the following events occurs before the Shares which are the subject of the underwriting agreement are issued:

a) (Indices Fall): The All Ordinaries Index as published by the ASX falls 10% below its level as at close of business on the date of this Agreement;
b) (Prospectus): The Company does not lodge the Prospectus on or prior to the date specified in the timetable as the Lodgement Date or the Prospectus or the Offer is withdrawn by the Company;
c) (Hostilities): Hostilities, political or civil unrest not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities, political or civil unrest occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States of America, the United Kingdom, any member state of the European Union, Japan, Indonesia, North Korea or the Peoples Republic of China, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world:
d) (Legislation): There is:
i) introduced into the Parliament of the Commonwealth of Australia or an Australian State or Territory a law intended to come into effect within 12 months;
ii) any official announcement on behalf of the Government of the Commonwealth of Australia or of the Government of an Australian State or Territory that a law will be introduced or policy adopted (as the case may be) with effect from the date of the announcement or within three months afterwards.

which has altered adversely or could reasonably be expected to alter adversely:

$(a)$ any condition or circumstances relating to the Issue or the Prospectus existing at the time of execution of this Agreement; or
$(b)$ the income tax position of the Company;
e) (Supplementary Prospectus and Repayments): The Company chooses to or comes under an obligation, (including in accordance with the Corporations Act), to issue a supplementary or replacement prospectus or to repay any moneys received by the Company from any applicant, and fails to do so;
f) (ASIC Stop Order): ASIC gives notice of intention to hold a hearing in relation to the Prospectus under section 739(2) of the Corporations Act or makes an order under sections 739(1), 739(3) or 739(4) of the Corporations Act;
g) (Hearing and Investigation): ASIC or the Takeovers Panel gives notice of intention to hold a hearing examination, inspection, investigation, or it requires information to be disclosed, in connection with the Company, the Prospectus or the Issue;
h) (Court Order): An order is made in connection with the Prospectus or the Issue, including under sections 1324 and 1325 of the Corporations Act;
i) (Criminal Offence): Any director or general manager of the Company is prosecuted for a criminal offence;
j) (Prospectus defect): There is an omission from, or a statement which is, or has become, false or misleading in the Prospectus and such omission or statement is or is likely to be materially adverse from the point of view of an investor;
k) (Consent withdrawal): If any person, other than the Underwriter, who has previously consented to being named in the Prospectus, withdraws that consent whether publicly or not;
I) (Withdrawal of Prospectus): The Prospectus is withdrawn by the Company at any time prior to all the Securities having been allotted;
m) (ASIC Prosecution) ASIC gives notice of an intention to prosecute the Company, any director or employee of the Company (or any Related Party of the Company) (unless it withdraws that intention in writing on or before the Closing Date);
n) (No quotation): ASX does not or indicates to the Company or the Underwriter that it will not permit official quotation of the Securities comprised in the Issue to commence.

The Underwriter may also in its absolute discretion and, without cost or liability to itself, terminate all its obligations under this Agreement by notice to the Company, which notice may be given at any time prior to receipt by the Underwriter of any shortfall notice under clause 2.2(a) of the Underwriting Agreement if any of the following events occur and the event has a material adverse effect:

a) (Fails to comply): The Company or any of its Related Parties fail to comply with:
i) a clause of its Constitution;
ii) a statute;
iii) any policy or quideline of ASIC or any other requirement, order or request made by or on behalf of ASIC or any governmental agency;
b) (Charge): The Company or any of its Related Parties charges or agrees to charge (or grant any other form of security) over the whole or a substantial part of its business or property to any third party;
c) (Timetable): There is a delay in any date specified in the Timetable which is greater than five Business Days;
d) (Business): The Company or any of its Related Parties:
i) disposes or agree to dispose of the whole or a substantial part of its business or property; or
ii) ceases or threatens to carry on business.

in either case, without the prior written consent of the Underwriter;

e) (New circumstance): if a new circumstance has arisen since the Prospectus was lodged and would have been required under Chapter 6D of the Corporations Act to be included in the Prospectus if it had arisen before the Prospectus was lodged and is, or is likely to be, materially adverse from the point of view of an investor
f) (default): the Company is in material default of any of the terms and conditions of this agreement or breaches any material representation, warranty or undertaking given or made by it under this agreement;
q) (information supplied): any information supplied by the Company or on its behalf to an Underwriter in respect of the Issue is or becomes false or misleading:
h) (due diligence): there is a material omission from the results of the Due Diligence Process performed in respect of the Company or the verification material or the results of the investigation or the verification material are false or misleading.
(no Certificate): the Company does not provide a Certificate to the i) Underwriter in accordance with and by the time specified in the underwriting agreement that inter alia:
the Company has complied with all of its obligations in respect $\mathbf{i}$ of the Issue whether arising under the Underwriting Agreement, the Corporations Act, the Listing Rules, the Prospectus, the Timetable or otherwise;
$|1\rangle$ the Company is not in default under the Underwriting Agreement and there has not been any breach by the Company of any of representations, warranties or undertakings given by the Company in part 4 of that agreement;
$\mathbf{iii}$ nothing has occurred which was not described in the Prospectus that could cause a material reduction in the level of applications for the issue or an actual or potential deterioration in the condition, financial position or financial prospects of the Company or a related corporation and no occasion has arisen for the issue of a supplementary prospectus; and
$|V\rangle$ the representations and warranties contained in clause 4.1 and 4.2 are repeated as at the date of this Certificate and there has not been any breach of the representations and warranties from the date of the Underwriting Agreement until the date of this Certificate.

The occurrence of any of the above events will not be considered to have had a material adverse effect and will not give rise to a right of the Underwriter to terminate the Underwriting Agreement unless in the reasonable opinion of the Underwriter reached in good faith, the occurrence of a termination event under that clause has or is likely to have, or two or more termination events together have or are likely to have, a material adverse effect on the outcome of the Offer or could give rise to a liability of the Underwriter under the Corporations Act.

Terms defined in the summary of the Underwriting Agreement have same meaning as in the Underwriting Agreement.

8.3 Related Party Transactions

Under agreements dated 28 October 2004, Trent Capital Limited and Hidiv Pty Limited (a company associated with Mr Tony Young) each agreed to lend the Company up to \$500,000 on an unsecured basis. The principal terms of the agreements are as follows:

Loan amount	Up to \$500,000 from each lender
Interest rate	3 months bankers acceptance rate (as published in the Australian Financial Review) plus 400 basis points
Interest paid	Interest on the loans is payable at the conclusion of the loan
Repayment date	The earlier of the date that cleared funds are received by the Company from the Rights Issue and 31 January 2005
Facility fee	A facility fee of \$15,000 is payable, this fee increases to \$25,000 if there is a draw-down on the loan. The facility fee is payable on repayment of the loan
Security $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$	The lender has no security over the assets of the Company $\mathbf{r}$ , and the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract o

As at the date of this prospectus, there has been no draw-down on either loan.

8.4 Substantial Shareholders

Trent Capital Limited and interests associated with Tony Young, both substantial shareholders of the Company have indicated they will accept their Rights entitlements in full.

8.5 Director's Holdings of Shares and Options

The Directors and there relevant interest have the following interests in Shares and options in the Company, either directly or indirectly as at the date of this Prospectus.

Director	Ordinary Shares	Options
Andrew Brown	- *
Tony Young	3,260,456
Tony Gattari
Duncan Shaw	72,500

*Andrew Brown is a director of Loftus Lane Investments Pty Limited. Loftus Lane Investments Pty Limited holds 2,906,217 shares in the Company. Mr Brown is a director and shareholder of Trent Capital Limited, the parent company of Loftus Lane Investments Pty Limited.

Tony Young and Duncan Shaw both participated in the Shareholder Share Purchase Plan and were each allotted 20,000 shares at \$0.25 on 29 October 2004.

At the Annual General Meeting of the Company to be held on 14 December 2004, shareholder approval is being sought for the proposed grant of a total of 7,300,000 options exercisable at \$0.25 over differing time periods. The options intended to be granted to Messrs Brown and Young (or their nominees) are partially in lieu of Directors fees in the current and two subsequent years. The options intended to be granted to Mr. Gattari and Mr. Savli are on an incentive basis and subject to share price related hurdles in the year, two years and three years subsequent to the date of issuance.

Details of the options packages are as follows:

The options proposed to be granted to each of Andrew Brown and Tony Young (or their nominees) will, subject to shareholder approval, be granted as soon as practicable after the Annual General Meeting and in any event no later than 31 December 2004.

The options proposed to be granted to each of Andrew Brown and Tony Young (or their nominees) 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 the date of grant
Expiry Date:	5 ^th anniversary of the date of grant
Exercise Price:	$VWAP^*$

Tranche 2

Number Granted: 666,667

Vesting Date:	2 ^nd anniversary of the date of grant
Expiry Date:	6 ^th anniversary of the date of grant
Exercise Price: .	$VWAP^* + 10\%$

Tranche 3

Number Granted: 666,666

Vesting Date:	$3rd$ anniversary of the date of grant
Expiry Date:	$7th$ anniversary of the date of grant
Exercise Price:	$VWAP^* + 20\%$

VWAP = Volume Weighted Average Price of Gowings Retail shares on the $#$ ASX in the two months prior to the day preceding the 2004 AGM of the Company

The options proposed to be granted to Mr Gattari will, subject to shareholder approval, be granted as soon as practicable after the Annual General Meeting and in any event no later than 31 December 2004.

The options proposed to be granted to Mr Gattari 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

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

The options proposed to be granted to Mr Savli will, subject to shareholder approval, be granted as soon as practicable after the Annual General Meeting and in any event no later than 31 December 2004.

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

Tranche 1

Number Granted:	100,000
Vesting:	1 ^st anniversary of date of grant
Conditions:	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
Expiry Date: Exercise Price:	5 ^th anniversary of date of grant \$0.25

Tranche 2

Number Granted:	100,000
Vesting:	2 ^nd anniversary of date of grant
Conditions:	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
Expiry Date:	5 ^th anniversary of date of grant
Exercise Price:	\$0.25

Tranche 3

Number Granted:	100,000
Vesting:	3 ^rd anniversary of date of grant
Conditions:	Mr Savii 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: Exercise Price:	5 ^th anniversary of date of grant \$0.25

8.6 Interests of Directors

Other than as set out below or elsewhere in this Prospectus no Director has, or has had in the two years before lodgement of this Prospectus, any interest in:

8.6.1 the formation or promotion of the Company; or
8.6.2 property acquired or proposed to be acquired by the Company in connection with its formation, promotion or the offer of New Shares; or
8.6.3 the offer of New Shares.

No amounts, whether in cash or shares or otherwise, have been paid or agreed to be paid to any Director either to induce him to become, or to qualify him as, a Director, or otherwise for services rendered by him in connection with the promotion or formation of the Company or the offer of the New Shares.

8.7 Interests of Experts or Advisers and Costs of Offer

Other than as set out below, no expert or adviser involved in the preparation of this Prospectus or any firm in which any expert is a partner, has any interests in the promotion of, or in any property proposed to be acquired by, the Company and no amounts, whether in cash or shares otherwise, has been paid or agreed to be paid to any expert (or any firm in which he or she is a partner) for services rendered by the expert, the adviser or the expert's firm in connection with the promotion or formation of the Company.

8.7.1 XL Capital Pty Ltd has acted as Underwriter to the Rights Issue. In relation to these services, the Company has agreed to pay the Underwriter 2.5% of the underwritten amount (\$78,222) plus \$10,000 for legal and administrative expenses.
8.7.2 Middletons Lawyers has acted as solicitors to the Rights Issue. Middletons Lawyers has advised the Company generally in relation to the Rights Issue. The Company has paid or agreed to pay \$25,000 plus applicable expenses for services relating to the Rights Issue to the date of this Prospectus.
8.7.3 The Company estimates that it will incur approximately \$40,000 in miscellaneous costs related to the Rights Issue. These include costs associated with printing, share registry and ASX costs.

8.8 Expenses of the Rights Issue

All expenses connected with the Rights Issue are being borne by the Company.

8.9 Consents

The following parties have given, and have not, before the lodgement of this Prospectus, withdrawn their consents to the issue of this Prospectus:

8.9.1 Middletons Lawyers has consented to being named as solicitors to the Rights Issue in the form and context in which it is named. Middletons Lawyers has not been involved in the preparation of this Prospectus, has not authorised or caused the issue of this Prospectus and takes no responsibility for its contents. Middletons Lawyers specifically disclaims liability to any person in the event of any omission from, or any misleading or deceptive statements being included in this Prospectus;

8.9.2 Computershare Investor Services Pty Limited has consented to being named as Share Registry in the form and context in which it is named. Computershare Investor Services Pty Limited does not make any other statement in this Prospectus nor is any other statement in this Prospectus based on a statement made by it;
8.9.3 XL Capital Pty Limited has consented to being named as Underwriter in the form and context in which it is named;
8.9.4 HLB Mann Judd has consented to being named as Auditor of the Company in the form and context in which it is named.

8.10 References to Publications

References are made in this Prospectus to material which is attributed to the Australian Bureau of Statistics. These references are based on statements published in public official documents or a book, journal or comparable publication. Those organisations did not prepare those materials specifically for this Prospectus and have had no involvement in the preparation of any part of this Prospectus.

8.11 Statement of Directors

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that:

$(1)$ any statements made by the Directors in this Prospectus are not misleading or deceptive; and
in respect of any other statements made in this Prospectus by persons $(2)$ other than the Directors, the Directors have made reasonable enquiries and, on that basis, have reasonable grounds to believe that:
the person making the statement or statements were competent to $(a)$ make such statements; and
those persons having given their consent to those statements $(b)$ being included in the Prospectus in the form and context in which they appear and have not withdrawn that consent before lodgement of this Prospectus with ASIC.

All Directors have consented to the lodgement and issue of this Prospectus, and have not withdrawn that consent prior to lodgement of this Prospectus.

8.12 Overseas Shareholders

The Rights Issue is made only to those Shareholders with registered addresses in Australia and New Zealand.

The Company is of the view that it is unreasonable to make the Rights Issue to other overseas shareholders (ie. those without registered addresses in Australia and New Zealand) having regard to:

8.12.1 the number of overseas shareholders;
8.12.2 the number and value of New Shares to be offered to overseas shareholders; and
8.12.3 the cost of complying with overseas legal requirements.

The Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer, other than for shareholders in Australia and New Zealand. Gowings Retail is not required to make offers under the Prospectus to overseas shareholders. Where the Prospectus has been dispatched to shareholders domiciled outside Australia and where that country's securities code and legislation prohibits or restricts in any way the making of the offers contemplated by the Prospectus, the Prospectus is provided for information purposes only.

However, pursuant to ASX Listing Rule 7.7, the Company will appoint a nominee to sell the Rights to which overseas shareholders are entitled. The net proceeds of the sale of these Rights will then be forwarded as soon as practicable to the overseas shareholders, in proportion to their entitlement to such Rights.

Shareholders resident in Australia and New Zealand holding Existing Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up Rights under the Rights Issue does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by Gowings Retail to constitute a representation that there has been no breach of such regulations.

8.13 Governing Law

This prospectus is governed by the laws of New South Wales.

Authorisation

This Prospectus has been approved by unanimous resolution of the Directors of Gowings Retail Limited

Alen J. Hann

Chairman 29 November 2004

DEFINITIONS

"ACCC" means the Australian Competition and Consumer Commission

"Sydney time" means Australian Eastern Daylight Savings Time

"ASIC" means Australian Securities and Investment Commission

"ASX" means Australian Stock Exchange Limited

"Listing Rules" means the official listing rules of the ASX from time to time

"Board" means the board of Directors of Gowings Retail

"Brothers" means Gowing Brothers Limited ACN 000 010 471

"Business Day" has the same meaning as in the ASX Listing Rule

"Closing Date" means 5pm (Sydney time) on 22 December 2004, subject to the Company varying this date in compliance with the ASX Listing Rules

"Company" or "Gowings Retail" means Gowings Retail Limited

"Directors" means the directors of Gowings Retail

"Entitlement and Acceptance Form" means the form accompanying this Prospectus that indicates Shareholders' entitlements and which should be used to accept the Rights Issue

"Excluded Shareholders" means Shareholders who are registered as holders of Ordinary Shares on the Record Date but who do not have a registered address in Australia or New Zealand

"Existing Shares" means the Ordinary Shares on issue at the Record Date

"Expiry Date" means 29 December 2005

"IPL" means the intellectual property licence

"New Shares" means the Ordinary Shares offered under this Prospectus

"Ordinary Share" means an ordinary share in Gowings Retail

"Prospectus" means this document and the Entitlement and Acceptance Form

"Record Date" means 6 December 2004

"Rights" means the rights to subscribe for New Shares pursuant to this Prospectus

"Rights Issue" or "Issue" means the offer of Ordinary Shares made under this Prospectus

"Shareholder" means a holder of Existing Shares

"Support Centre" means the centralised head office infrastructure

"Underwriter" means XL Capital Pty Limited ACN 091 437 348

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

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 or to 1 Ordinary shares be issued Number of ⁺securities issued or $\overline{2}$ Approximately 12,515,547 to be issued (if known) or maximum number which may be issued 3 Principal terms of the ⁺securities | Fully paid ordinary shares (eg. if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment: +convertible if securities, the conversion price and dates for conversion) Do the ⁺securities rank equally in | $\overline{4}$ Yes all respects from the date of allotment with an existing ⁺class of quoted ⁺securities? 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 interest nr payment

5		Issue price or consideration

\$0.25 per ordinary share

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)
Dates of entering ⁺securities $\overline{7}$ into uncertificated holdings or despatch of certificates

To fund current year operating losses, repay borrowings, for working capital purposes and to fund the platform from which it is hoped the Company can expand

Number $T$ ⁺Class dinary

Number and ⁺ class of all 37,546,640	. Fully paid	orc
⁺ securities quoted on ASX	shares
lincluding the securities in in
clause 2 if applicable)

4 January 2004

9 Number and ⁺class of al +securities not quoted on ASX (including the securities in clause 2 if applicable)

	Number	™Class
I	Employee options	117,000 expiring 31
¢		November 2006
٦		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
	Options	250,000 expiring 31 November 2006
		issued at \$1.00

10 a trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of $\sqrt{\phantom{a}}$ As the Company did not make a profit for the year ended 1 August 2004 the Directors are not able to declare a dividend in respect of that period

Part 2 - Bonus issue or pro rata issue

11	holder approval No security Is. required?
12	Is the issue renounceable or Renounceable non-renounceable?
13	Ratio in which the $+$ securities 1 new share for every 2 shares held will be offered
14	$+$ Class of $+$ securities to which Ordinary shares the offer relates

15	⁺ Record date determine to entitlements	7 December 2004
16	different Will holdings on registers (or subregisters) be for calculating aggregated entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	Fractional entitlements to new shares will be rounded up to the nearest whole number of new shares
18	Names of countries in which the entity has ⁺ security holders who will not be sent new issue documents	Shareholders whose registered address is outside Australia or New Zealand will not be participate in the eligible to pro rata renounceable rights issue and arrangements have been made by the Company to sell the
	Note: Security holders must be told how their entitlements are to be dealt with.	entitlements to ineligible shareholders
	Cross reference: rule 7.7.
19	of I Closing date for receipt acceptances or renunciations	22 December 2004
20	Names of any underwriters	XL Capital Pty Limited
21	Amount of any underwriting fee or commission	\$88,222
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	entitlement Date and acceptance form and prospectus Product or Disclosure Statement will be sent to persons entitled	8 December 2004
27	If the entity has issued options, and the terms entitle option holders to. participate on. exercise, the date on which notices will be sent to option holders	29 December 2004
28.	Date rights trading will begin (if	1 December 2004
	applicable)

⁺ See chapter 19 for defined terms.

29	Date rights trading will end (if applicable)	15 December 2004

30	How do ⁺ security holders sell their entitlements in full through a broker?	Eligible shareholders who do not wish to take up the renounceable issue can either sell their rights by completing the appropriate sections of the Entitlement and Acceptance Form and lodging it with their sharebroker

31	How do ⁺ security holders sell part of their entitlements through a broker and accept for the balance?	Eligible shareholders who wish to take up the part of their rights should complete the appropriate sections of the Entitlement and Acceptance Form and lodge it with their sharebroker and also enclose a cheque or bank draft for the amount due in respect of the new shares they wish to take up

32	$^+$ security holders How do their οf entitlements dispose through (except sale by - a broker)?	shareholders Issuer sponsored should complete a standard renunciation form (which can be obtained by contacting the Company's Registry, Computershare Investor Share Services Pty Limited on 1300 855 080) and shareholders registered on the Chess sub- should contact ledger their sponsoring participant

33	⁺ Despatch date	4 January 2004

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 $(a)$ 冈
$(b)$ $\Box$ 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

35 If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of $\Box$ the additional ⁺securities, and the number and percentage of additional +securities held by those holders
$\Box$ If the ⁺securities are ⁺equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories

1 - 1.UUU
1,001 - 5,000	0
5.001 - 10.000	38
10,001 - 100,000	84
100,001 and over	0

37 A copy of any trust deed for the additional +securities $\Box$

Entities that have ticked box 34(b)

38	Number of securities for which ⁺ quotation is sought	N/A
39	Class of ⁺ securities for which quotation is sought	N/A
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. 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
41	Reason for request for quotation now	N/A
	the Example: - In οf case restricted securities, οf end restriction period
	(if issued upon conversion of another security, clearly identify that other security)

		Number	$\overline{^+}$ Class
42	⁺ class Number and оf all ⁺ securities ASX. quoted on (including the securities in clause 38)	N/A	N/A

Quotation agreement

+Quotation of our additional +securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ 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 $\bullet$ 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 $\bullet$ require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

⁺ See chapter 19 for defined terms.

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 $\bullet$ 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 ٠ *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.
$\overline{4}$ We give ASX the information and documents required by this form. If any 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:

Laneson

(Director/Company Secretary)

29 November 2004

Date

Chris Charleson

Print Name

$=$ $=$ $=$ $=$ $=$ $=$ $=$ $=$ $=$ $=$

AI assistant

COMPLII FINTECH SOLUTIONS LTD — Capital/Financing Update 2004

64639_rns_2004-11-28_c29cd226-5df7-4e36-9afc-c6984765e96b.pdf

Gowings Retail Limited

ACN 098 238 585

Prospectus

XL Capital Pty Limited Underwriter

IMPORTANT INFORMATION

KEY INFORMATION SUMMARY

ISSUE TIMETABLE

TABLE OF CONTENTS

$1.$ Profile of Gowings Retail

$1.1$ Overview

$1.21$ Principal Activities of Gowings Retail

$1.3$ Gowings Retail's Ongoing Strategies

Industry and Competition# 1.4

All figures in this section 1.4 are sourced from Australian Bureau of Statistics Retail Industry reports Catalogue Nos. 8501 and 8504.

$2.$ Details of the Rights Issue

$2.1$ The Rights Issue

$2.2$ Purpose of the Rights Issue

$2.3$ Important Dates

2.4 Rights Trading and ASX Listing

$2.5$ Stock Exchange Quotation

2.6 Allotment and Dispatch of Shareholding Statements

2.7 Ranking of New Shares

2.8 Underwriting

2.9 Major Shareholders

excluding entitlements of Trent Capital Limited and Tony Young and his associates

2.10 Market prices of Ordinary Shares

2.11 Excluded Shareholders

2.12 Last Date for Acceptance and Payment

2.13 Expenses

SECTION 3 - ACTIONS REQUIRED BY SHAREHOLDERS

3. Actions Required by Shareholders

$3.1$ What you may do

If you wish to take up your entitlement in full

If you wish to sell all of your entitlement on the ASX

If you wish to accept part of your entitlement and sell the balance on the ASX

If you wish to accept part of your entitlement and allow the balance to lapse

If you wish to transfer all or part of your entitlement to another person other than on market using the ASX

$3.2$ Entitlements Not Taken Up

$3.3°$ Payment

$3.4$ Taxation Considerations

$3.5$ Enquiries

4. Financial Information

SECTION 5 - EFFECT OF THE RIGHTS ISSUE ON GOWINGS RETAIL

$5.1$ Rationale for the Rights Issue

$5.2$ Share Capital

Options

$5.3$ Effect on Net Profit and Cashflow of Gowings Retail

adjusted for closure of Parramatta store in August 2004.

5.4 Pro forma Statement of Financial Position

Pro forma abridged consolidated statement of financial position

$5.5$ Adoption of Australian Equivalents to International Financial Reporting Standards $("IFRS")$

Income tax

Share-based payments

Impairment of assets

SECTION 6 - STATUTORY REQUIREMENTS

6. Statutory Requirements and Additional Information

$6.1$ Continuous Reporting and Disclosure Obligations

$\overline{7}$ Risk Factors

$7.1$ Risk associated with Holding Shares in Gowings Retail

$7.2$ General Investment Risks

$7.3$ Competition

$7.4$ Additional Funding Requirements

$7.5$ Possible Tax Law Changes

7.6 Profitability

$7.7$ Specific Business Risks

8. Additional Information

$8.1$ Rights Attaching to New Shares

8.2 Material Contracts

8.3 Related Party Transactions

8.4 Substantial Shareholders

8.5 Director's Holdings of Shares and Options

Tranche 1

Tranche 2

Tranche 3

Tranche 1

Tranche 3

Tranche 1

COMPLII FINTECH SOLUTIONS LTD Capital/Financing Update 2004

$1.2₁$ Principal Activities of Gowings Retail

Industry and Competition^# 1.4

$3.3^°$ Payment