FINBAR GROUP LIMITED — Capital/Financing Update 2004

Dec 22, 2004

23 December 2004

Dear Shareholder

SHARE PURCHASE PLAN OFFER

Finbar International Limited ("Finbar") announced to the Australian Stock Exchange Limited ("ASX") on 6 December 2004 that it had undertaken a capital raising programme to raise \$3.42 million.

The capital raising comprises a placement of 6,000,000 shares at an issue price of 38¢ to professional and sophisticated investors to raise \$2.28 million and an underwritten share purchase plan ("SPP") to eligible shareholders registered at 5:00pm (Perth time) on Wednesday 22 December 2004, of 3,000,000 shares at 38¢ to raise \$1.14 million, with the right to accept over-subscriptions for a further 3,000,000 shares to raise an additional \$1.14 million.

The funds raised by the share placement/SPP will be used to strengthen the balance sheet and to provide working capital to progress the Company's recently announced acquisition in Carr Street West Perth and to continue to actively pursue new opportunities.

Eligible shareholders may apply for a parcel of up to \$5,000 worth of shares (13,157 shares) without incurring any brokerage or other transaction costs.

The SPP has been underwritten by Patersons Securities Limited to \$1.14 million. In the event of demand in excess of this amount, Finbar may elect to accept additional SPP applications up to a further \$1.14 million. Demand in excess of the SPP amount including over-subscriptions will be scaled back.

The SPP will close on 21 January 2005.

Full details on how you can purchase up to \$5,000 of Finbar shares are contained in the attachments to this letter.

I encourage you to read all the documentation in relation to the SPP carefully before deciding whether to participate.

To participate in the SPP, follow the instructions set out on the back of the attached Entitlement and Acceptance Form. This letter, the attached Terms and Conditions Document and the attached Entitlement and Acceptance Form (to be completed and lodged by applicants) set out all the details of the SPP offer.

Hook forward to your continuing support of Finbar International Limited.

Yours sincerely

Carged

Paul Rengel Chairman

FINBAR INTERNATIONAL LTD ACN 009 113 473

Level 3, 15 Labouchere Rd. SOUTH PERTH Western Australia 6151

PO Box 113 SOUTH PERTH Western Australia 6951 Telephone: +61 8 9474 4460 Facsimile: +61.8.9474.4458

www.finbar.com.au admin@finbar.com.au

FINBAR INERNATIONAL LIMITED ABN 97 009 113 473

SHARE PURCHASE PLAN ("SPP")

TERMS AND CONDITIONS

HOW TO PARTICIPATE IN THE SPP

You are eligible to participate in the SPP ("Eligible Shareholder") if you were registered as a holder of fully paid ordinary shares in the Company at 5pm (Perth time) on the Record Date, being Wednesday 22 December 2004, and your registered address is in Australia or New Zealand.

This offer to purchase shares under the SPP is non-renounceable. This means that you cannot transfer your rights to purchase shares under the SPP to another person or entity.

Only Eligible Shareholders are eligible to participate. Persons beneficially entitled to shares under a trust or who hold shares through a nominee will not be eligible to apply. However, trustees and nominees on the Finbar register of members may apply for shares under the SPP for each occasion in which they are registered as a trustee or nominee for a different beneficiary named on the register.

If you are eligible to purchase shares in the SPP, participation is entirely at your option.

If you apply to participate in the SPP by completing and returning the Entitlement and Acceptance Form:

• vour application, on the terms and conditions of the SPP, is unconditional and you cannot withdraw it: $(a)$
• $(b)$ you certify to Finbar that you are an Eligible Shareholder, as defined above; and
• you certify to Finbar that you have not applied for shares with an aggregate application price in excess $(c)$ of A\$5,000 under the SPP even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP.

HOW MUCH CAN BE INVESTED

All Eligible Shareholders may apply for a parcel of ordinary shares valued at A\$1,000, A\$3,000, or A\$5,000 where the minimum application is A\$1,000 (being 2631 shares) and the maximum application is A\$5,000 (being 13,157 shares). Where the number of shares has been rounded down, you will not receive a refund of any "rounding amount".

Unless you are applying as a trustee or nominee, the maximum amount of A\$5,000 will apply even if you receive more than one offer from us (for example, because you are a joint holder of shares or because you hold more than one shareholding under separate share accounts). Finbar reserves the right to reject any application for shares where it believes this rule has not been complied with.

A trustee or nominee registered as a holder of shares on account of one or more other persons ("beneficiaries") where the beneficiary is expressly named on the register may make one application, for up to the maximum amount of A\$5,000, for each of the beneficiaries. Such beneficiaries must not exceed the maximum amount by applying for shares under offers which they receive by virtue of being named on the share register in another capacity.

No brokerage or other transaction costs apply to purchases under the SPP.

ISSUE PRICE OF SHARES

The fixed price at which the ordinary shares will be issued under the SPP is A\$0.38 per share. This is the same price as the placement to professional and sophisticated investors and represented a discount of 11.6% to the market price of Finbar on the 2 December 2004 being the last sale price before the placement was arranged. Since announcing the placement and SPP they have traded from a low of 36.5 cents on 20 December 2004 to a high of 49 cents on 9 December 2004. The last sale price was 42 cents on the 23^rd of December 2004.

You should note that the market value of the Company's shares may rise or fall between the date of this offer and the date that any shares are allocated to you as a result of your acceptance of this offer. This means that the subscription price you pay for shares may exceed the market price of the shares at the date of allotment of the shares under this offer. Neither the Company nor the Underwriter provide you with any assurance as to the market price of Finbar shares and there can be no certainty that Finbar shares will trade at or above the SPP issue price following their allotment.

You should seek your own financial advice in relation to this offer and your participation in the SPP.

NUMBER & ALLOCATION OF SHARES

The minimum number of shares to be issued pursuant to the SPP is 3,000,000 (thereby raising A\$1.14 million, before costs) with the right to accept over-subscriptions for a further 3,000,000 shares. Should applications for SPP shares exceed this amount the Board will need to scale-back applications.

If scaling back does take place, all applications will be treated equally and scaled back on a pro rata basis. The difference between the parcel you selected and the scaled back amount, plus any surplus from rounding down your allocation, will be refunded to you without interest. The refund cheque will be enclosed with a transaction information statement sent to you following the allotment of shares under the SPP.

The Board of Directors of Finbar reserves the right, at its discretion, to amend any of the terms and conditions of the SPP at any time up to the time of issue of new shares under the SPP, or to extend the closing date. If the SPP is cancelled, all application money received from Eligible Shareholders will be refunded in full, without interest. If Finbar issues a lesser number of new shares than an Eligible Shareholder applied for, excess application money (including any rounding amount) will be refunded to the shareholder without interest. If applications are scaled, the purchase price will remain unchanged at A\$0.38 per share.

ISSUE OF SHARES

The ASX Listing Rules impose a restriction on the maximum number of shares that can be issued in any 12month period, and the persons to whom such shares may be issued, without shareholder approval. The number of shares to be issued under the placement and the SPP (including the over-subscriptions) falls within the 15% restriction imposed by the ASX Listing Rules.

Finbar will, promptly after allotment of shares under the SPP, make application for the shares to be listed for quotation on the official list of the ASX. It is anticipated that any shares allotted to you under the SPP will be quoted on the ASX on or about 28 January 2005 and you should receive your holding statement or confirmation of the number of shares allotted to you on or about that date.

All new shares issued under the SPP will rank equally with existing fully paid ordinary shares in Finbar at the date of allotment and will carry the same voting rights and other entitlements as from the allotment date.

TIMETABLE

Record Date Offer closes Issue of shares under the SPP Quotation of SPP shares

22 December 2004 21 January 2005 27 January 2005 28 January 2005

These dates are indicative only. The Company reserves the right to vary the dates and times of the SPP without notice. Accordingly, Eligible Shareholders are encouraged to submit their completed Entitlement and Acceptance Form as early as possible. Shares allotted under the SPP will be issued no later than 10 business days after the Closing Date of the offer.

UNDERWRITING

If the amount raised under the SPP is less than A\$1.14 million, the Underwriter will facilitate a placement of shares equivalent to any shortfall arising at the close of the SPP. This obligation arises under an Underwriting Agreement that Finbar entered into with the Underwriter on 6 December 2004. The Underwriting Agreement is subject to usual events of termination, including market and indice based events. Certain fees are payable by Finbar to the Underwriter on the total amount raised under the SPP.

In the event that the Underwriting Agreement is terminated, the amount of new capital raised by Finbar will be \$2.28 million (under the initial share placement announced on 6 December 2004) plus any amount raised from Eligible Shareholders under the SPP, less the expenses of the issues.

DISPUTES

Finbar may settle in any manner it thinks fit any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. The decision of Finbar will be conclusive and binding on all participants and other persons to whom the determination relates.

Finbar reserves the right to modify or waive strict compliance with any provision of these terms and conditions. The powers of Finbar under these conditions may be exercised by the Directors or any delegate of the Directors.

APPLICATION INSTRUCTIONS

This offer will close at 5pm (Perth time) on Friday, 21 January 2005.

If you wish to apply for shares under the SPP, you should complete the enclosed Entitlement and Acceptance Form and forward it with your payment by cheque made payable to "Finbar International Limited - Share Purchase Plan Account" to the Share Registry (details below) so that it is received by not later than 5pm (Perth time) on 21 January 2005. A reply paid envelope is enclosed for the convenience of shareholders in Australia. Eligible Shareholders in New Zealand will need to affix the appropriate postage.

The return of an Entitlement and Acceptance Form with your cheque will constitute your irrevocable acceptance of all the terms and conditions of the SPP as detailed herein. Finbar reserves the right to reject Entitlement and Acceptance Forms received after 5pm (Perth time) on 21 January 2005. If your Entitlement and Acceptance Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid.

The decision of the Directors as to whether to treat your Entitlement and Acceptance Form as valid and how to construe, amend or complete it, shall be final. The decision on the number of shares to be allotted to you shall also be final. You will not, however, be treated as having offered to purchase more shares than is indicated on the Entitlement and Acceptance Form and for which cleared funds have been received. Finbar reserves the right to return your Entitlement and Acceptance Form and cheque and not allot any shares to you if all the terms and conditions of the SPP are not complied with.

If you have any questions in respect of the Finbar SPP, please contact:

Computershare Investor Services Pty Limited Level 2 45 St Georges Terrace Perth Western Australia 6000		OR	Mr Darren Pateman Company Secretary Finbar International Limited South Perth Western Australia 6151	Level 3, 15 Labouchere Road
Telephone:	1300 557 010 or + 61 8 9323 2000		Telephone:	+61 8 9474 4460
Facsimile:	+ 61 8 9323 2033		Facsimile	+61 8 9474 4458
			E-mail	darren@finbar.com.au

FINBAR INTERNATIONAL LIMITED

ABN 97 009 113 474

Share Purchase Plan Entitlement and Acceptance Offer closes 5.00pm 21 January 2005

< RARCODE OF SRN / HIN >

$---$ DPID $---$

Record Date (date of offer): 22 December 2004 Price Per Share: 38 cents

This is an offer to Eligible Shareholders to subscribe for shares in Finbar International Limited under the terms and conditions of the Share Purchase Plan set out on the back of this form and in the accompanying letter from the Chairman and Terms and Conditions document.

You can apply for a parcel of shares valued at A\$1,000 (2,631 shares), A\$3,000 (7,894 shares), or A\$5,000 (13.157 shares).

The price per share for each Finbar share issued under this offer is A\$0.38. This represents a discount of approximately 11.6% to the closing price of Finbar shares trading on the Australian Stock Exchange of A\$0.43 on the day of the announcement of this offer.

The market price of shares in Finbar may rise or fall between the date of this offer and the date that the shares are allotted to you. This means that the issue price you pay for the shares may exceed the market price of the shares at the date of allotment of the shares under this offer. We recommend that you obtain your own financial advice in relation to this offer and consider price movements of shares in Finbar prior to accepting this offer.

The maximum number of 13,157 ordinary shares that each Eligible Shareholder may apply for will apply even if a qualifying shareholder received more than one offer (whether in respect of a joint holding or because the shareholder has more than one holding under separate share accounts). Finbar reserves the right to reject any acceptance where this rule has not been complied with.

By accepting the offer you agree to be bound by the terms and conditions of the Share Purchase Plan and the constitution of Finbar International Limited.

Application for Shares

I/we being the abovementioned, being a registered Eligible Shareholder(s) in Finbar International Limited as at the Record Date of 5pm (Perth time) on 22 December 2004, do hereby apply for the number of ordinary shares in Finbar International Limited as indicated below at an issue price of A\$0.38 per share issued in accordance with the terms and conditions of the Finbar International Limited Share Purchase Plan. I/we confirm that the aggregate of the amount payable under this application, and the application price for any other ordinary shares in Finbar that I/we have applied for under a similar arrangement in the 12 months prior to making this application (including through joint holding(s), multiple share accounts or any holding in which I/we have a beneficial interest/s) does not exceed A\$5,000.

To participate in the Share Purchase Plan shareholders must select only one of the following options. Please mark the selected box.

I/we wish to invest

A\$1,000 $(2,631$ shares) Selected Amount - please complete

A\$3.000 $(7.894$ shares) A\$5,000 $(13, 157$ shares)

Please complete the following cheque payment details:

. _____ - ______ -------------------------------------- Jrawer _________	-------------------------------------- Bank ________	USUAL ALAMAN AT A A A A THE MANAGEMENT AND A REPORT BSB ית ה . ________ --------------------------------------	-------------------------------------- \mount --------------------------------------
--------------------------------------
			. _________

Cheques should be made payable to "Finbar International Limited - Share Purchase Plan Account" and crossed "Not Negotiable".

Telephone number where we may contact you during business hours. (____) _______________________________

Contact Name:

Offer Closes 5.00pm (Perth time) 21 January 2005

Please note:

• Details of the Share Purchase Plan are contained in this Entitlement and Acceptance Form, in the enclosed letter from the Chairman and in the Terms and Conditions document which all should be read carefully.
• Payments may only be made by cheque or bank draft in Australian dollars and drawn on an Australian branch of a financial institution.
• * Cheques or bank drafts are to be made payable to: "Finbar International Limited Share Purchase Plan Account" and crossed Not Negotiable.
• . Cheques will be deposited on their day of receipt. Sufficient cleared funds should be held in your account as vour acceptance may be rejected if your cheque is dishonoured. Receipts for payment will not be issued.
• Cash payments will not be accepted via the mail or at Computershare Investor Services Ptv Limited.
• If you wish to accept this offer please return this Entitlement and Acceptance Form duly completed together with a cheque for the subscription amount, in the envelope provided, by 5.00pm (Perth time) 21 January 2005.
• Finbar International Limited may reject any application submitted for this offer, in its absolute discretion, or if this $\blacksquare$ form is not completed in accordance with this offer, or is incomplete or if the correct amount pavable is not tendered with this form.

Receipt by Finbar International Limited of this form duly completed, together with the full subscription amount, will constitute irrevocable acceptance in accordance with the terms and conditions of the Share Purchase Plan and the constitution of Finbar International Limited by the shareholder named on this form. A signature on this form is not required.

This offer is not renounceable and as such may only be transferred after the shares are allotted.

QUESTIONS AND CONTACT DETAILS

If you have any questions regarding the Share Purchase Plan or how to deal with this offer, please contact your stockbroker or professional adviser or the following:

Computershare Investor Services Pty Limited		OR	Mr Darren Pateman Company Secretary
Telephone:	1300 557 010 or $+61893232000$		Finbar International Limited
			Telephone: Email:	+61 8 9474 4460 darren@finbar.com.au

Delivery Addresses for Entitlement and Acceptance Forms and Cheques:

By Post	By Hand
Finbar International Limited	Finbar International Limited
C/- Computershare Investor Services Pty Limited	1 C/- Computershare Investor Services Pty Limited
GPO Box D182	Level 2
Perth Western Australia 6840	45 St Georges Terrace
	Perth Western Australia 6000

Return this form and cheque in the enclosed business reply paid envelope provided.

OFFER CLOSES 5:00 PM (PERTH TIME) FRIDAY 21 JANUARY 2005