GOWING BROS LIMITED — AGM Information 2004

Oct 10, 2004

GOWING RROS

Investing Together for a Secure Future

GOWING BROS LTD EST 1868 ACN 000 010 471

LEVEL 8 GOWINGS BUILDING 45 MARKET STREET SYDNEY NEW SOUTH WALES 2000 TEL 612 9264 6321 FAX 612 9264 6240 www.gowingbros.com

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Gowing Bros. Limited will be held in Suite 603 on Level 6, Gowings Building, 45 Market Street, Sydney on Thursday 11 November, 2004 at 10am.

ORDINARY BUSINESS

Item 1. Financial Statements & Reports

To receive and consider the Financial Statements and the Reports of the Directors and Auditors for the year ended 31 July 2004.

Item 2. Election of Director

Mr J. G. Parker retires by rotation and being eligible, offers himself for re-election

SPECIAL BUSINESS

Item 3. Remuneration of non-executive Directors

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

"That the aggregate amount fixed for remuneration of non-executive directors for the year ended 31 July, 2005 and ongoing shall be increased from \$100,000 to \$150,000."

VOTING EXCLUSION STATEMENT

Gowing Bros. Limited will disregard any vote cast on Item 3 by any Director of Gowing Bros. Limited or any of their associates unless the vote is cast by such person as proxy for another person who is entitled to vote and the vote is cast in accordance with the directions on the proxy form, or the vote is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Explanation of Resolution on Item 2

In accordance with the Company's Constitution one-third of the Directors, being those longest in office since their last election, must retire from office at each Annual General Meeting. The retiring Directors may offer themselves for re-election if eligible. Accordingly, Mr John Parker retires by rotation and being eligible offers himself for re-election.

Mr Parker has now been a Director of the Company for nearly 3 years since being invited to join the Board in January, 2002 and subsequently being elected by shareholders at the following AGM. He has made a positive contribution from the outset. His background as a research analyst and continuing activity in the finance industry ensures his ability to continue to add value to the Board and the Company. In 2004 he assumed the Chairmanship of the Company's Audit Committee. For more background information please refer to the short biography following.

Mr Parker has more than 20 years experience in equities research and funds management. He holds a Bachelor of Arts degree, with a maior in Economics. After spending four years in funds management he joined Martin & Co. in Johannesburg as a research analyst in 1985. He joined Ord Minnett Securities (now JP Morgan Australia) in early 1988 in London as an equities researcher and analyst, immigrating to Australia later that year and being based in Sydney. He moved to County Natwest Securities (now Citigroup Smith Barney Australia) in late 1991, where he was a Director from 1995 to May 2001. During this period he was a research analyst in the institutional market. He has been a non-executive Director of Gowing Bros Limited since January, 2002 and a Director and principal of Saltbush Capital Markets since June 2002 where, among other things, he manages the Saltbush Absolute Return Fund. He is aged 48 and married with two sons.

Explanation of Resolution on Item 3

The Resolution on Item 3, if passed, will result in the aggregate amount of remuneration of nonexecutive board members for the year ended 31 July, 2004 and future years being increased from \$100,000 to \$150,000. The last increase in non-executive board members fees was approved at the AGM in November, 2000. This increase ensures that the Company is able to continue to retain and attract Directors of the highest calibre.

INSTRUCTIONS ON VOTING BY PROXY

• $(i)$ A shareholder entitled to attend and vote is entitled to appoint not more than two (2) Proxies.
• $(ii)$ When more than one (1) Proxy is appointed, each Proxy must be appointed to represent a specified proportion of the shareholder's voting rights.
• A Proxy need not be a shareholder. (iii)
• The Proxy Form must be received at the registered office of the Company not less $(iv)$ than 46 hours before the appointed time of the meeting.

By order of the Board: JS Byers Secretary 30 September, 2004

Investing Together for a Secure Future

BROS

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

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Gowing Bros Limited

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MR JOHN SMITH 1

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the Chairman

of the Meeting

(mark with an 'X')

Proxy Form

All correspondence to:

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

Securityholder Reference Number (SRN)

I 1234567890 IND

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions for if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Gowing Bros. Limited to be held at Level 6, Gowings Building, 45 Market
Street, Sydney

IMPORTANT: FOR ITEM 3 BELOW

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

OR

If the Chairman of the Meeting is your nominated proxy, or may be appointed by default, and you have not directed your proxy how to vote on item 3 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the culcome of those items and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mank this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 3 and your votes will not be counted in computing the required majority if a poll is called on these items. The Chairman of the Meeting intends to vote undirected proxies in favour of each of these items.

to indicate your directions

Contact Daytime Telephone

		For	Against	Abstain*
	ORDINARY BUSINESS
Item 2.	To re-elect Mr J.G. Parker as a Director
	SPECIAL BUSINESS
Item 3.	Non-executive director remuneration to be increased from \$100,000 to \$150,000	Š

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

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

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

Individual or Securityholder 1

Securityholder 2

. . × ٠ . .		Ŧ .	× ×	- 40
Director

Securityholder 3
Director/Company Secretary

Date

Appointment of Proxy

Contact Name

Sole Company Secretary

Sole Director and

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GOW WIP \$71447/000001/000001/i

How to complete the Proxy Form

1 Your Address

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

$\mathbf{2}$ Appointment of a Proxy

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

3 Votes on Items of Business

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

$\boldsymbol{A}$ Appointment of a Second Proxy

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

To appoint a second proxy you must:

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

5 Signing Instructions

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

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

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

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 46 hours before the commencement of the meeting at 10:00am on Thursday 11 November 2004. Any Proxy Form received after that time will not be valid for the scheduled meeting.

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Documents may be lodged using the reply paid envelope or:

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