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 31st December 2005

CorporateCorporateIdentityIdentity

OfferingOffering Developed a market-leading integrated POS and Back Office software

solution

Customers Customers & Target & Target MarketsMarkets

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)

FinancialsFinancials 2005 revenue of £4.6m and EBIT £3.2m(2)

Business is rapidly growing and highly profitable

Acquisition Acquisition TermsTerms

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

3,057 4,570

49%

3,057 4,570

100% 100%

147 167

749 1,639

25% 36%

672 1,134

1,582 3,209

52% 70%

Figures are in £000

1,328 1,194

1,551 3,151

31 58

822 1,594

20 82

NA

Year Ended 31/12 Revenue generated from software sales (plus associated development

and 4th 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 Statement Comments

Note: As of 31st December 2005, the company had £2.4m in cash

Audited Unaudited

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 12-18 months