COMPLII FINTECH SOLUTIONS LTD — Capital/Financing Update 2004

Sep 13, 2004

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

14 September 2004

Dear Sirs

Please find enclosed letters that will shortly be sent to Shareholders concerning the recently announced Shareholder Share Purchase Plan and a proposal to sell unmarketable parcels of shares.

Yours faithfully

andoson

Chris Charleson Company Secretary

Private and Confidential

14 September 2004

Dear Shareholder

Invitation to Participate in Shareholder Share Purchase Plan

In its announcement to the ASX on 5 August 2004, Gowings Retail Limited ("Company") indicated its intention to make an offer of ordinary shares to existing shareholders under a Shareholder Share Purchase Plan ("SSPP").

The Board now invites you to participate in the SSPP which will enable you to purchase up to \$5,000 worth of shares in the Company at an attractive price, free of all brokerage. commissions and stamp duty. Personalised copies of the SPPP acceptance form will be mailed to eligible shareholders by 24^th September. The funds raised from the SSPP will be used for working capital purposes.

The right to participate in the SSPP is only available to persons:

• Who are registered as holders of fully paid ordinary shares in the Company at $(a)$ 5.00pm on 15 September 2004; and
• $(b)$ Whose registered address is in Australia, or in any other jurisdictions in which it is lawful and practical, in the reasonable opinion of the Board, for the Company to offer shares under the SSPP.

You are entitled to apply for a minimum of \$2,000 worth of shares and a maximum of \$5,000 worth of shares under the SSPP, or any other amount (in multiples of \$250) you choose between the minimum and maximum numbers. However, the total purchase price paid under the SSPP, when aggregated with the total purchase price paid by you in response to any similar arrangements in the 12 month period prior to the date of the SSPP, must not exceed \$5,000 worth of shares in the Company.

This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of shares or because you, a relative or a related body corporate (as such terms are defined in the Corporations Act 2001), hold more than one shareholding under separate share accounts).

However, if you act as a trustee or nominee for more than one beneficiary, you may apply for up to \$5,000 of new shares for each occasion that you are separately recorded as trustee or nominee for a different beneficiary. The Company reserves the right to reject any application for new shares where it believes this requirement has not been complied with.

The offer to acquire shares under the SSPP will close at 5.00pm (EST) on 15 October 2004.

Purchase Price of Shares to be issued under the SSPP

As an incentive for shareholders, the purchase price of the new shares to be offered under the SSPP has been set at \$0.25. This represents:

• A 22% discount to vesterday's closing sale price of \$0.32 per share: and
• A 17.4% discount to the weighted average market price of the ordinary shares sold during the course of trading on the Australian Stock Exchange for the five (5) trading days immediately preceding the announcement by the Company of its intention to introduce the SSPP.

The price also compares favorably to the trading range of the Company's shares since 5 January 2004 of between \$0.25 and \$0.46.

For the purposes of the offer under the SSPP, the Board has decided to limit the number of shares that may be issued on this occasion to a total of 2,000,000 shares. If fully subscribed by shareholders this would raise a total of \$500,000 in new capital for the Company. As the issue is restricted to a maximum of 2,000,000 shares, applications will be treated on a first come - first served basis up to the maximum amount permissible. Applications received over this maximum amount will be returned to shareholders

Risk Factors

Whilst myself and my fellow Directors have confidence in the future of the Company and the attractiveness of the shares being offered under the SSPP, you should be aware that the future price of the Company's shares can rise or fall depending upon the Company's trading performance and fluctuations on the stock market generally.

You should be aware that there is a risk that the market price of the shares may change between the date of this offer and the date when the new shares are issued to you under the SSPP. The value of the shares you receive may rise or fall accordingly.

You should seek your own professional advice in relation to this offer and your participation under the SSPP.

Sale of Unmarketable Parcels

Under the Company's Constitution, the Company is permitted to offer for sale shareholdings of less than \$500 in the Company ("Unmarketable Parcels") to third parties. This is effected by an on-market sale of the Unmarketable Parcels at the then prevailing market value of the Company's shares. The Company intends to exercise its right to sell the Unmarketable Parcels in order to streamline the Company's share register and reduce administrative costs. Should you choose not to accept the SSPP offer contained in this letter and, subsequent to completion of the offer, you still hold an Unmarketable Parcel, you will receive notification from the Company of its intention to sell those shares pursuant to the terms of the Company's Constitution. You will have an opportunity to refuse the sale of your shares. Details of this right of refusal, together with the sale process in general, will be contained in the notification to you.

Additional Information and Key Dates

If you would like to participate in the SSPP, please return your completed application form, together with a cheque for the purchase price for the number of shares you wish to acquire, in the return addressed envelope addressed to our share registry on or before the closing date of 15 October 2004.

Please note that participation is entirely at your option and the offer is non-renounceable. which means it cannot be transferred to anyone else.

Please also note that the maximum investment per shareholder is \$5,000 (representing 20,000 new shares at a purchase price of \$0.25 per share). The minimum number that can be applied for is 8,000 new shares at a total cost of \$2,000.

Shares allotted under the SSPP will be issued no later than 30 October 2004.

If you have any questions on the proposed SSPP, please call Chris Charleson (Company Secretary) on 02 9287 6385 during normal business hours or the Company's Share Registry, ComputerShare Investor Services Pty Limited on 1300 137 328.

Yours sincerely

Malen J. Slam

Andrew Brown Chairman

Private and Confidential

14 September 2004

Dear Shareholder

Notice of Intention to Sell Unmarketable Parcel of Shares

The register of Gowings Retail Limited ("Company") has a large number of shareholders with holdings valued at less than \$500. In order to streamline its register and reduce administrative costs, the Company intends to exercise rights, under clause 2.7 of its Constitution, to sell holdings of shares with a value of less than \$500 ("Unmarketable Parcels"). You have been identified from the register as holding an Unmarketable Parcel. You should consider the terms of this letter carefully. You may wish to seek independent legal advice.

4 Sale Process

Set out below are details concerning the sale transaction:

• You have six weeks to tell the Company that you wish to retain your Unmarketable $\bullet$ Parcel. If you notify the Company of your wish to retain your Unmarketable Parcel, the Company is not permitted to sell your Unmarketable Parcel;
• The Company is obliged to ensure any purchaser of your Unmarketable Parcel pays the cost of the sale:
• Subject to the ASX Listing Rules and SCH Business Rules, the Company may sell $\bullet$ your Unmarketable Parcel on such terms and in the manner the Directors of the Company deem appropriate;
• The Company may deduct from the proceeds of sale of your Unmarketable Parcel all sums of money presently payable by you to the Company for calls due and payable on the shares comprising the Unmarketable Parcel, and apply the amount deducted in or towards satisfaction of the money owing;
• The Company reserves the right to cancel the sale process at any time, under which circumstances you will retain your Unmarketable Parcel.

$\overline{2}$ Timetable

The Company's Constitution specifically precludes the Company from selling Unmarketable Parcels until applicable notices have been sent in accordance with the Constitution. Accordingly, the sale process will not commence until at least 54 days have elapsed from the date of this letter. Only after the sale process has concluded will proceeds be available to be remitted to sellers of Unmarketable Parcels.

3 Price

The Company's share price fluctuates. The price you will receive if the Company sells your shares is market price. Due to the limited liquidity of the Company's shares and the total number of shares to be sold, the price achieved on sale is likely to be at a discount to the price at which the Company's shares are trading on or around the date of sale.

$\boldsymbol{4}$ Right of Refusal

If you do not want to sell your Unmarketable Parcel on the terms set out in this letter, please notify the Company in writing prior to 8 November 2004 by completing and returning the enclosed attachment. If you fail to tell the Company of your wish to retain your Unmarketable Parcel, the Company will sell your shares.

If you have any questions on the proposed SSPP, please call myself on 02 9287 6385 during normal business hours or the Company's Share Registry, ComputerShare Investor Services Pty Limited on 1300 137 328.

Yours faithfully

larleson

Chris Charleson Company Secretary