1 Acquisition of Retail-J Limited July 2006

2 Retail-J Completes Platform for Growth Retail-J Limited (“Retail-J”) completes a world-class POS portfolio creating substantial opportunity for both direct and channel sales – General retail – Lucas and Retail-J – Food retail – ISIS – Hospitality – NewPOS Opportunity to consolidate a leading position in UK POS sector and benefit from buoyant market environment

3 Retail-J At A Glance Retail-J is a privately-owned UK software house established in 2000 – product formally launched in 2002 Founder & CEO was ex-CTO at both Real Time Control PLC and NSB Retail PLC Company is based in Hertford with 20 employees (1) Bridgewell Securities research note, 15 February 2006 (2) Unaudited accounts for year ended 31 st December 2005 Corporate Identity Offering Developed a market-leading integrated POS and Back Office software solution Customers & Target Markets Product suite currently installed on over 7,000 tills in 2,300 stores with a further 14,000 tills committed for roll out Indirect sales model: distribution through channel partners Significant momentum in UK market with 11 new POS wins in 2005 (1) Financials 2005 revenue of £4.6m and EBIT £3.2m (2) Business is rapidly growing and highly profitable AcquisitionTerms Retail-J to be 100% acquired for total of £50m £40m in cash, funded by Bond issue £10m in Torex Retail shares

4 Retail-J’s Business Model Is Highly Profitable And Can Be Rapidly Scaled Revenue Revenue Growth Gross Profit Gross Profit Margin Overheads Profit before Tax PBT Margin Profit after Tax EBITDA Staff costs EBITDA Margin EBIT Depreciation Exceptional costs Financial expenses FY2004 FY2005 3,0574,570 49% 3,0574, % ,639 25%36% 6721,134 1,5823,209 52%70% Figures are in £000 1,3281,194 1,5513, , NA Year Ended 31/12 Revenue generated from software sales (plus associated development and 4 th line support services) through distribution partners Revenue growth of 49% in 2005 due to increased product awareness and good management of sales partners Strong level of operating leverage as no direct costs associated with sales, fixed cost base only – Enjoys a low cost base due to highly flexible architecture and modern product design – Revenue mix means that annual overheads are covered by software maintenance revenue alone Highly cash-generative business Historic Profit & Loss StatementComments Note: As of 31 st December 2005, the company had £2.4m in cash AuditedUnaudited

5 The Acquisition Of Retail-J Is Likely To Generate Strong Revenue And Profitability Upside For Torex Acquisition of a highly profitable and cash generative company Opportunity to bring the outsourced portions of Retail-J deals in-house (i.e. hardware, services, other software) With Retail-J product, Torex Retail intends to increase revenue by accelerating penetration of UK market Retail-J product will accelerate product rationalisation in the UK and give rise to savings in product development and support costs Retail-J’s solution has been designed as a product to be sold by third parties and Torex Retail intends to accelerate worldwide distribution Earnings enhancing in first months