GOWING BROS LIMITED — Share Issue/Capital Change 2003

Jan 27, 2003

$G$ O W I N $G$ BROS

COWING BROS, LIMITED E5T, 1868 ACN 000 010 471 LEVEL 8 GOWINGS BUILDING 45 MARKET STREET SYDNEY NEW SOUTH WALES 2000 TEL 61 2 9264 6321 FAX 61 2 9264 6240 www.gowingbros.com

Facsimile Transmission

TO: ATTENTION: FAX: FROM: DATE:

ASX Ltd Company Announcements Office 1300 300 021 Stephen Byers 28 January, 2003

PAGES (incl. this one): 9

New Securities Issued - Appendix 3B Announcement

Please find attached the company's Appendix 3B - New Issue Announcement, in respect of DRP/BSP allotments following special dividend payment and calculation of registry adjustments in respect of the prior dividend.

Regards

ers Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

$\Delta \alpha$ ህ // বি b20s LTD

25|10|02

ABN 68 $471$ 000 OIO.

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 $\mathbf{1}$ be issued

ORDINARY

• Number of ⁺securities issued or $\mathbf{Z}$ to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the ⁺securities (eg, if options, exercise price and expiry date; if partly paid *securities, amount the outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for conversion)

$5,953$

⁺ See chapter 19 for defined terms.

÷,

$\ddot{\phantom{a}}$

Appendix 3B
New issue announcement

$\overline{\phantom{a}}$

4	Do the + securities rank equally in all respects from the date of allotment with an existing +class of quoted *securities?	イン
	If the additional securities do not rank equally, please state: the date from which they do φ 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 or payment
5.	Issue price or consideration	25/10/02 \$ 10,715.40 18/12/02 \$458 /482.05
6.	Purpose of the issue. (If issued as consideration for the acquisition of assets, clearly identify those assets)	25/10/02 ADJUSTMENT TO PREVIOUS APPENDIX 3B RE DRP+ BIL SHARE ISSUE
		18/12/02 DNIDEND RE-INVESTMENT PLAN & BONUS SHARES IN LIEU PLAN
7	Dates of entering + securities into uncertificated holdings OT. despatch of certificates	OCTOBER, 2002 25 18 DECEMBER, 2000
		Number	+ Class
8	Number and + class оf all *securities quoted O D ASX (including the securities in clause		ORDINARY
	2 if applicable)	45,054,983

$\hat{\mathcal{A}}$

$\sim$ $\sim$

$\mathcal{A}$

⁺ See chapter 19 for defined terms.

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

Number	+Class

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

EXISTING POLICY ፕ BE MANTAINED.

Part 2 - Bonus issue or pro rata issue

• $11$ Is security holder approval required.
• 12 Is the issue renounceable or nonrenounceable?
• Ratio in which the *securities will 13 be offered
• 14 ⁺Class of ⁺securities to which the offer relates
• $15^°$ +Record date to determine entitlements
• 16 Will holdings different $\mathbf{on}$ registers (or subregisters) be aggregated calcularing $for$ entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

⁺ See chapter 19 for defined terms.

20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders
25	If the issue is contingent on "security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
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
23	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do 'security holders sell their entitlements in full through a broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?

$\hat{\mathbf{r}}$

⁺ See chapter 19 for defined terms.

How do 'security holders dispose 32 of their entitlements (except by sale through a broker)?

*Despatch date 33

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)

$(b)$

• Securities described in Part 1 $\left( a\right)$
• 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

$\mathcal{L} \subset \mathcal{L}$

• If the +securities are +equity securities, the names of the 20 largest holders of the 35 additional *securities, and the number and percentage of additional *securities held by those holders
• If the +securities are +equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over

37

A copy of any trust deed for the additional "securities

⁺ See chapter 19 for defined terms.

Entities that have ticked hox 34(b)

• $38$ Number of securities for which ⁺quotation is sought
• 39 Class of ⁺securities for which quotation is sought
• 40 Do the ⁺securities rank equally in 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 $\sigma$ interest payment $\mathbf{r}$
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and ⁺class of all quoted on ASX ⁺securities (including the securities in clause 33)

Number	+Class

⁺ See chapter 19 for defined terms.

Quotation agreement

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

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the 'securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

⁺ See chapter 19 for defined terms.

• We will indemnify ASX to the fullest extent permitted by law in respect of $\overline{3}$ 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:

. . . . . . . . . . (Director/Company secretary)

$J. S. B/ERS$

$\omega \rightarrow \omega$

Date: 20.01.03

Print name:

⁺ See chapter 19 for defined terms.