VIA ELECTRONIC LODGEMENT

20 September 2006

Australian Stock Exchange Company Announcements Platform

OFM INVESTMENT GROUP LIMITED 2006 ANNUAL GENERAL MEETING NOTICE AND PAPERS

Please see attached Notice of Annual General Meeting to be held on 25 October 2006 and associated papers that OFM propose to send to shareholders.

CATHERINE JONES COMPANY SECRETARY

25 September 2006

Dear Shareholder

2006 Annual General Meeting

I am pleased to invite you to the 2006 Annual General Meeting (AGM) of OFM Investment Group Limited to be held on Wednesday 25 October 2006 at 11.00 am at:

The Ballroom Park Hyatt Melbourne 1 Parliament Square, off Parliament Place Melbourne. (Melway Reference 2G A2)

Registration will commence at 10.30 am. Light refreshments will be served following the meeting.

To assist with registration formalities, please bring the enclosed proxy form with you to the AGM.

The following documents are enclosed with this letter:

Notice of Meeting;
Explanatory Memorandum; and ٤
$\mathbf{r}$ Appointment of Proxy form.

If you have elected to receive a paper copy of our annual report, it will also be enclosed.

I encourage you to review the Explanatory Memorandum and to vote at the meeting.

Voting by Proxy

If you are unable to attend you may nominate a proxy to vote on your behalf by completing the Appointment of Proxy form and returning it in the enclosed reply paid envelope so that it reaches our share registry, Link Market Services, by 11.00 am on Monday 23 October 2006.

If you wish, you may nominate the Chairman of the meeting to be your proxy. You may indicate whether you require your proxy to vote for or against or to abstain from voting in relation to each resolution, or you may leave that decision to your proxy after considering discussion at the meeting.

If you appoint the Chairman of the meeting as your proxy, and do not instruct the Chairman how to vote, the Chairman will vote in favour of each of the resolutions.

I look forward to seeing as many of you as possible at the meeting.

Carl Carl

$\sim$ $\sim$ $\sim$

Yours sincerely

MG Chessell

De Cuem

Chairman

encl

$\alpha$ , $\alpha$ , $\beta$ , $\beta$ , $\alpha$ , $\alpha$ , $\alpha$

a construction of the control of the component

OFM INVESTMENT GROUP LIMITED ACN 095 454 336 ("Company")

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the 2006 Annual General Meeting of the Company will be held at The Ballroom, Park Hyatt Melbourne, 1 Parliament Square, off Parliament Place, Melbourne, Victoria on Wednesday 25 October 2006 at 11:00am.

For further information please refer to the Explanatory Statement which accompanies and forms part of this Notice of Meeting.

ORDINARY BUSINESS

Item 1: Financial Statement and Reports

$(a)$ To lay before the Annual General Meeting the Financial Report, Directors' Report and Auditors' Report of the Company for the year ended 30 June 2006 for shareholders to receive and consider.
To consider and, if thought fit, to pass the following as an ordinary resolution: $(b)$

"That the Remuneration Report of the Company for the financial year ended 30 June 2006 be adopted."

(Note that the vote on this item is advisory only and does not bind the directors or the Company).

Item 2: Election of Directors

$(a)$ To consider and, if thought fit, to pass the following as an ordinary resolution:

"That Mr. Jonathan Forster be re-elected as a Director of the Company.".

$(b)$ To consider and, if thought fit, to pass the following as an ordinary resolution:

"That Mr. John McBain be elected as a Director of the Company."

SPECIAL BUSINESS

Item 3: Subsequent Approval of Share Issues

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

"That the shareholders of the Company approve, for the purpose of ASX Listing Rule 7.4, the issue of 4,903,722 fully paid ordinary shares to:

$(a)$ Resolute Funds Management Pty Limited ACN 083 445 345 as trustee of the MCBAIN FAMILY TRUST
Ross Elsom Nominees Pty Ltd ACN 002 121 299 as trustee of the ROSS ELSOM $(b)$ TRUST
Vexdat Pty Ltd ACN 007 957 271 as trustee of the DAVID GOVEY FAMILY TRUST $(c)$
Hanover Estates Pty Ltd ACN 093 425 337 (d)
John Edward McBain $(e)$
Trelise Leonie Presnel McBain (f)
$\left( a\right)$ Paritai Pty Limited ACN 084 710 163 as trustee of the PARITAI TRUST
Coy & Associates Consulting Services Pty Ltd ACN 085 273 703 as trustee of the $(h)$ MATTHEW COY TRUST.".

Item 4: Approval of Issue of Options

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

"That the shareholders of the Company approve, for the purpose of ASX Listing Rule 10.11, the issue to Christopher Robert Martin, pursuant to his contract of employment, of 1,100,000 options over fully paid ordinary shares in the Company.".

Item 5: Approval of Employee Share Plan

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

"That the shareholders of the Company approve for all purposes, including for the purpose of ASX Listing Rule 7.2 exception 9 (as an exception to ASX Listing Rule 7.1), the establishment and operation of the OFM Short Term Incentive Employee Share Plan (the Plan) described in the Explanatory Statement to this Notice and in the form tabled by the Chairman at the Meeting.".

Item 6: Subsequent approval of issue of shares under Employee Share Plan

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

"That the shareholders of the Company approve for the purpose of ASX Listing Rule 7.4 the issue to date of a total of 28,400 fully paid ordinary shares to persons who were permanent employees of the Company, or a wholly owned subsidiary entity, on 28 July 2006.

Item 7: Approval of Name Change

To consider and, if thought fit, pass the following resolution as a special resolution:

"That the name of the Company be changed from OFM Investment Group Limited to Over Fifty Group Limited.".

Item 8: Approval of Change to Constitution

To consider and, if thought fit, pass the following resolution as a special resolution:

"That the Constitution be amended by adding the words 'excluding any Director who is not within Australia at the time of passing of the resolution' immediately after the words, 'entitled to vote on the resolution' and before the words 'sign a document' in Clause 75.1.".

By order of the Board

Catherine Jones Company Secretary 25 September 2006

NOTES:

$\ddagger$ Persons holding shares in the Company at 7:00 pm (Eastern Standard Time) on 23 October 2006 will be treated as shareholders of the Company for the purposes of the Meeting.
$\overline{2}$ A shareholder who is entitled to attend and vote at the Annual General Meeting may appoint no more than two proxies to attend and vote on behalf of the shareholder. Where two proxies are appointed, each proxy must be appointed to represent a specified number of votes or proportion of the shareholder's voting rights. If no number or proportion is specified, each proxy may exercise half of the votes.
3 A proxy need not be a shareholder of the Company. A proxy can be either an individual or a body corporate. Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:
appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001(Cwlth) ("Corporations Act"); and
provides the Company with satisfactory evidence of the appointment of its corporate representative prior to commencement of the Meeting.
4 A proxy form and a reply paid envelope are enclosed with this Notice of Annual General Meeting. If you wish to appoint two proxies, please obtain an additional form from the Company's Share Registry or make a photocopy of the enclosed proxy form. To be effective, a duly completed proxy form and the power of attorney (if any) under which the proxy form is signed or a certified copy of the relevant authority must be received at the Company's Share Registry or at the Company's registered office at least 48 hours before the start of the Meeting (i.e. by 11.00 am on Monday 23 October 2006).
5 Proxies may be returned as follows:
posted to the Company in the enclosed reply paid envelope:
delivered to the Company's Share Registry:

Link Market Services Limited Level 12 680 George Street SYDNEY, NSW, 2000;

posted to the Company's Share Registry:

Link Market Services Limited Locked Bag A14 SYDNEY SOUTH, NSW, 1235; or

faxed to the following number:

(02) 9287 0309.

VOTING EXCLUSION STATEMENT

The Company will disregard any vote cast on:

Item 3: Subsequent Approval of Share Issues by any person who participated in the issue, being:
Resolute Funds Management Pty Limited ACN 083 445 345 as trustee of the $(a)$ MCBAIN FAMILY TRUST;
$(b)$ Ross Elsom Nominees Pty Ltd ACN 002 121 299 as trustee of the ROSS ELSOM TRUST:
$(c)$ Vexdat Pty Ltd ACN 007 957 271 as trustee of the DAVID GOVEY FAMILY TRUST:
Hanover Estates Pty Ltd ACN 093 425 337; $(d)$
John Edward McBain; $(e)$
Trelise Leonie Presnel McBain; $(f)$
Parital Pty Limited ACN 084 710 163 as trustee of the PARITAI TRUST; and $(g)$
Coy & Associates Consulting Services Pty Ltd ACN 085 273 703 as trustee of the $(h)$ MATTHEW COY TRUST

or any of their associates:

Item 4: Approval of Issue of Options by or on behalf of Mr Martin or any of his associates;
Item 5: Approval of OFM Short Term Incentive Employee Share Plan by a director of the $\bullet$ Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company);
Item 6: Subsequent approval of issue of shares under OFM Short Term Incentive Employee $\blacksquare$ Share Plan - by any person who has participated in an issue of shares under the Plan to date.

However, the Company need not disregard a vote if:

it is cast by a person as proxy for a person who is entitled to vote, in accordance with the $\bullet$ directions on the proxy form; or
it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in $\bullet$ accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY NOTES

These Explanatory Notes have been prepared for the information of shareholders in relation to the business to be conducted at the Company's Annual General Meeting.

Financial Statement and Reports Item $1:$

The Corporations Act requires the Financial Report, Directors' Report and Auditors' Report to be received and considered at the Annual General Meeting.

Neither the Corporations Act nor the Company's Constitution requires shareholders to vote on such Reports. Shareholders will, however, be given ample opportunity to raise questions on the Reports at the Meeting. A reasonable opportunity will also be given to shareholders as a whole to ask the auditor questions relevant to the conduct of the audit and the preparation and contents of the Auditors' Report.

The Corporations Act does require a resolution that the Remuneration Report, which forms part of the Directors' Report, be put to a vote. In accordance with the Corporations Act, this resolution is not binding on the directors and company; it is advisory only.

Recommendation

The Board of the Company recommends that shareholders vote in favour of the adoption of the Remuneration Report.

Item 2: Election of Directors

Messrs. McBain and Forster cease to hold office at the close of the Annual General Meeting in accordance with the terms of the Company's Constitution. Each of them is eligible for, and offers himself for, re-election as a director.

Following are details in relation to the 2 directors who are ceasing to hold office and standing for reelection:

Item $2(a)$ : Re-election of Mr. Jonathan Forster

Jonathan Forster B.Sc. ARICS Aged 58 years

Jonathan Forster is the Chairman of Kane Constructions Pty Ltd. He is past President of the Master Builders Association of Victoria; Past State and National President of the Retirement Village Association. He is a director of the Redundancy Central Fund Ltd and a number of other private companies involved in construction, property investment and retirement villages.

Mr. Forster has been a director of Over 50s Mutual Friendly Society Limited since 1 October 1999. He has been a director of the Company since 21 December 2000. Mr. Forster is currently Chairman of the Audit, Risk Management & Compliance Committee and a member of the Investment & Lending Committee and the Nomination & Remuneration Committee.

Item 2(b): Election of Mr. John McBain

John McBain

Dip. Urban Valuation (Auckland)

Aged 50 years

John McBain was the founder of Century Funds Management Limited. Before forming Century Funds Management, Mr. McBain was co-founder of Hanover Group Pty Limited and Waltus Investments Australia Limited.

Prior to 1990, Mr. McBain held senior positions in a number of property development and property investment companies in Australia, New Zealand and the United Kingdom.

Mr. McBain has been a director of the Company since 10 July 2006. Mr. McBain is currently a member of the Investment & Lending Committee and the Nomination & Remuneration Committee.

Recommendation

The Board of the Company (other than Mr. McBain and Mr. Forster in respect of their own election only) recommends that shareholders vote in favour of each director standing for re-election.

Item $3:$ Subsequent Approval of Share Issues

On 10 July 2006, the Company acquired 100% of the issued capital of Century Funds Management Limited. The acquisition was funded in part by cash, in part by the transfer of existing fully paid ordinary shares in the Company to the vendors, and by the issue of 4,903,722 new fully paid ordinary shares in the Company to the vendors on 11 July 2006 at an effective issue price / consideration of \$2.28 per share.

The issue represented approximately 8.55% of the Company's issued share capital.

Under Chapter 7 of the ASX Listing Rules, there are limitations on the capacity of the Company to increase its share capital by the issue of shares.

Broadly speaking, ASX Listing Rule 7.1 provides that the Company may not issue shares which in aggregate exceed 15% of the Company's fully paid issued share capital in any 12 month period without obtaining shareholder approval (unless an exception applies). However, ASX Listing Rule 7.4 provides that an issue of shares made without shareholder approval is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach the 15% limit and shareholders subsequently approve the issue.

The shares issued as part of the consideration of the acquisition of Century Funds Management were fully paid ordinary shares which rank equally with the other fully paid ordinary shares on issue in the capital of the Company.

For the purpose of ASX Listing Rule 7.4, the Company seeks shareholder approval of the issue of 4,903,722 in aggregate to the vendors of Century Funds Management Limited, being:

Resolute Funds Management Pty Limited ACN 083 445 345 as trustee of the $(a)$ MCBAIN FAMILY TRUST
Ross Elsom Nominees Pty Ltd ACN 002 121 299 as trustee of the ROSS ELSOM TRUST $(b)$
$(c)$ Vexdat Pty Ltd ACN 007 957 271 as trustee of the DAVID GOVEY FAMILY TRUST
Hanover Estates Pty Ltd ACN 093 425 337 $(d)$
$(e)$ John Edward McBain
$(f)$ Trelise Leonie Presnel McBain
Parital Pty Limited ACN 084 710 163 as trustee of the PARITAI TRUST $(g)$
Coy & Associates Consulting Services Pty Ltd ACN 085 273 703 as trustee of the $(h)$ MATTHEW COY TRUST

The Board unanimously recommends that you vote in favour of this resolution.

Item 4: Approval of Issue of Options

Christopher Martin was appointed as Managing Director on 28 June 2006.

The terms of Mr. Martin's employment contract provide that Mr. Martin, subject to the passing of this Resolution, will be issued with 900,000 options to acquire shares in the Company. The shares will have an exercise price of \$2.00. The options will vest in tranches, subject to satisfaction of the performance hurdles outlined below:

Tranche	Vesting date	Expiry date	No. of options EPS hurdles	No. of options TSR hurdles	TOTALS
First	1 July 2007	31 December 2011	22,500	22,500	45.000
Second	July 2008	31 December 2011	45.000	45,000	90.000
Third	July 2009	31 December 2011	67,500	67,500	135,000
Fourth	i July 2010	31 December 2011	112,500	112,500	225,000
Fifth	July 2011	31 December 2011	202,500	202,500	405,000
					900.000

calculating this 15% limit if, no more than three years before the date of issue, shareholders approved the issue of securities under the employee incentive scheme as an exception to ASX Listing Rule 7.1.

The Company now seeks shareholder approval of the establishment and operation of the Plan. Directors (whether executive or non-executive) cannot participate in the Plan unless specific approval is given for this purpose by shareholders in accordance with the Corporations Act and the Listing Rules; there is no intention at the moment to seek that approval.

Annexure A sets out a summary of the key terms of the Plan. A copy of the rules of the Plan will be sent to a shareholder free of charge on request.

For the purpose of ASX Listing Rule 7.2 Exception 9 (as an exception to ASX Listing Rule 7.1), the Company seeks shareholder approval of the Plan.

The Board unanimously recommends that shareholders vote in favour of this resolution.

Subsequent approval of issue of shares under Employee Share Plan Item 6:

ASX Listing Rule 7.4 provides that an issue of shares made without shareholder approval is treated as having been made with approval for the purposes of ASX Listing Rule 7.1 if the issue did not breach the 15% limit and shareholders subsequently approve the issue.

On 15 August 2006, 28,400 Shares were issued to eligible employees under the OFM Short Term Incentive Employee Share Plan (the Plan). The issue represented approximately 0.05% of the Company's issued share capital and did not cause any breach of the 15% limit under Listing Rule 7.1. Participants in the Plan are not liable to make any payment for shares provided under the Plan.

For the purpose of ASX Listing Rule 7.4 the Company seeks shareholder approval of the issue of 28.400 Shares under the Plan.

The Board unanimously recommends that shareholders vote in favour of this resolution.

Item 7: Approval of Name Change

With a strong heritage dating back to our beginnings in 1980, we have provided a range of financial solutions to over 50 community for many years. We have presented ourselves under a number of brands: Over Fifty Friendly Society then Over Fifty Mutual Friendly Society and more recently OFM Investment Group. Significantly, we have never been more active in focussing on the needs of the over fifty community than we are today.

Reflecting our renewed focus on the over fifty demographic we believe it is important to communicate our commitment to shareholders, distribution partners and customers alike. We believe that by changing the name of our company to the Over Fifty Group Ltd we capture the best of our past as well as embracing our future direction.

Under the guidance of our new Managing Director our strategy is focused and clear. We aim to become Australia's leading provider of financial and lifestyle products to the over 50 community. We believe the changing of our name to the Over Fifty Group Ltd is a significant step forward in helping our Company become all that it promises to be.

Under section 157 of the Corporations Act the change of the Company's name requires a special resolution of the Company's shareholders. That means that for the change of name to occur, the resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

The Board unanimously recommends that shareholders vote in favour of this resolution.

Item 8: Approval of Change to Constitution

The change proposed by this resolution is intended to facilitate the efficient operation of the Board. It would enable circular resolutions to be passed without the approval of any director who is not present in Australia.

Under section 136(2) of the Corporations Act the modification of the Company's Constitution requires a special resolution of the Company's shareholders. That means that for the modification of the Constitution to occur, the resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

The Board unanimously recommends that shareholders vote in favour of this resolution.

ANNEXURE A

Summary of terms of the OFM Short Term Incentive Employee Share Plan
("Plan")

Eligible employees	The Plan is open to all permanent full-time and part-time employees of OFM and its subsidiaries who are determined by the Board, in its discretion, to be eligible to participate in the Plan. Directors (whether executive or non-executive) cannot participate in the Plan unless approval is given by shareholders in accordance with the Corporations Act and the Listing Rules; there is no intention at the moment to seek that approval.
Nature of securities provided	Fully paid ordinary shares in the Company. Shares provided to participants will be issued directly to them by the Company.
No consideration payable	Participants will not be liable to make any payment for the Shares provided to them under the Plan.
Limit on allocation	The number of Shares that may be provided to an eligible employee will be determined by the Board in its absolute discretion. However, the maximum number of Shares offered or issued to an eligible employee in any financial year may not have an aggregate market value in excess of \$1,000.
Restrictions on disposal and dealing	Participants are restricted from selling, disposing of, encumbering or otherwise dealing with Shares issued under the Plan for a period of three years from the date the Shares were provided (Restriction Period). If a participant ceases to be an employee of OFM or its subsidiaries during the Restriction Period, the restrictions on disposal will cease.
Rights attaching to Shares	Unless otherwise determined by the Board and subject to the rules of the Plan (Rules), Shares provided under the Plan rank equally with other Shares on issue at the time those Shares are provided and carry the same rights and entitlements as those conferred by other Shares. Nothing in the Plan restricts the ability of a participant to receive dividends paid on the Shares during the Restriction Period.
Bonus issues	Each Share provided under the Plan confers on the holder the same right to participate in bonus issues by the Company as that conferred by each other Share. However, if a bonus issue is made during the Restriction Period, then the bonus shares are deemed to be Shares issued under the Plan and will be subject to the restrictions on disposal and dealing.
New issues	Each Share provided under the Plan confers on the holder the same right to participate in any new issues of securities by the Company as that conferred by each other Share. If a new issue of securities by the Company is taken up by a holder of Shares issued under the Plan (other than a bonus issue), then the new securities issued will not be subject to the restrictions on disposal and dealing.
Administration of the Plan	The Plan will be administered by or on behalf of the Board in accordance with the Rules. The Board may use or delegate any power or discretion conferred by the Rules in the interests of, or for the benefit of, the Company. Under the Rules, the Board may delegate any power or discretion to a committee or any one or more persons, who need not be or include directors.

Limit on Shares issued under the Plan

Shares may not be offered under the Plan if the total number of Shares proposed to be offered would exceed 5% of the Company's issued Shares as at the time of the offer when aggregated with (A) the total number of shares which may be issued under each outstanding offer or option to acquire Shares under any Company employee share scheme and (B) the number of Shares issued during the previous five years pursuant to any employee share scheme, but disregarding those offers, options acquired or shares issued as allowed by ASIC Class Order 03/184.

Further, Shares may not be offered or issued under the Plan to an eligible employee if immediately after the Share is provided, the eligible employee would-

hold an interest in more than 5% of the Company's issued Shares, or
be able to cast, or control the casting of, more than 5% of the maximum number of votes that might be cast at a general meeting of the Company.

In addition, Shares may not be offered under the Plan to a Director or a Director's associates, except where approval is given by shareholders in accordance with the Corporations Act and ASX Listing Rules.

MEMBERS QUESTIONS AND COMMENTS

$\mathsf{X}$

You may wish to give advance notice of any question(s) you would like to have considered at the forthcoming Annual General Meeting. If so, please detach and return this slip to OFM Investment Group Limited. We will do our presentation or during the question and answer sessions.

Name:	Address:



QUESTIONS/COMMENTS
















.	.
.


.
.	.

OFM OFM Investment Group Limited

APPOINTMENT OF PROXY

If you would like to attend and vote at the Annual General Meeting, please bring this form with you. This will assist in registering your attendance

Please return your Proxy forms to: Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Australia Telephone: 1800 112 929 (02) 8280 7451 Facsimile: (02) 9287 0309 ASX Code: OFM Website: www.linkmarketservices.com.au

You can also lodge your vote on-line at www.linkmarketservices.com.au

I/We being a member(s) of OFM Investment Group Limited and entitled to attend and vote hereby appoint

the Chairman of the Meeting (mark box)

${\sf OR}$ if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy

or failing the person/body corporate named, or if no person/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 instructions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of the Company to be held at The Ballroom, Park Hyatt Melbourne, 1 Parliament Square, off Parliament Place, Melbourne, Victoria at 11:00am on Wednesday, 25 October 2006 and at any adjournment of that meeting.

Where more than one proxy is to be appointed or where voting intentions cannot be adequately expressed using this form an additional form of proxy is available on request from the share registry. Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of all items of business.

To direct your proxy how to vote on any resolution please insert $|\mathbf{X}|$ in the appropriate box below. B

Against Abstain*

ORDINARY BUSINESS

Item 1: Financial Statement and Reports

(a) Consider the Financial Report,
Directors' Report and Auditors' Report
(b) Adopt the Reumeration Report (non-binding resolution)

Item 2: Election of Directors

(a) Re-elect Mr. Jonathan Forster as a Director of the Company
(b) Elect Mr. John McBain as a Director of the Company

"No Resolution Required"

For

SPECIAL BUSINESS	For	Against	Abstain
ltem 3: Subsequent Approval of Share Issues
ltem 4: Approval of Issue of Options to Christopher Robert Martin
ltem 5: Approval of Employee Share Plan
ltem 6: Subsequent approval of issue of shares under Employee Share Plan
ltem 7: Approval of Name Change
ltem 8: Approval of change to Constitution

* 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.

SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETED

Director/Company Secretary (Delete one)

Securityholder 1 (Individual)

Sole Director and Sole Company Secretary

Joint Securityholder 2 (Individual)

Joint Securityholder 3 (Individual)

Director טעווי

This form should be signed by the securityholder. If a joint holding, either securityholder may sign. If signed by the securityholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder's constitution and the Corporations Act 2001 (Cwith).

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and If some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au)

OFM PRX641

Chairman's letter	4
Performance Summary & Highlights	8
Letter from Managing Director	12
The Year in Review	18
Relationships	23
Product Recognition	27
Community Spensorship	30
Directors' Report	32
Auditor's Independence Declaration	47

Statement of Corporate Governance Practices	48
Directors' Declaration	63
Income Statement	54
Balance Street	55
Cash Flow Statement	68
Statement of Changes in Equity	57
Notes to the Financial Statements	68
Independent Audit Report	164
ASX Additional Information	106

We've dranged the way we took, we've changed what we're called, but not who we are...

Over Fifty Group is the new brand name for our Company, which we believe best reflects our past and embraces our future direction. With a strong heritage dating back to our beginnings in 1980, we have continually provided financial solutions to the over fifty community. We have achieved this under a number of brands; The Over 50's Friendly Society then Over 50s Mutual Friendly Society and more recently OFM Investment Group.

Over Fifty Group is dedicated to becoming Australia's leading provider of both financial and lifestyle solutions to the over fifty community.

Ottermanen som

Murray Chessell Chairman

I is wih plaaumehat I preent our 2006 Amual Poport marking the complete of our Str year as a publicly listed company. The year was styringing for us wih he appointnent of our new Managing Diretor and a refous on du committent to becme a leading provider of financial and ifeatyle solutions to the over fifty community.

Financial Results and Dividends

Net profit for the year was \$7.3 million which was in line with forecasts in the half year report. The successful results were derived from an increase in funds under management, successful property transactions, growth in revenues from our mortgage businesses, and returns on our investments in the businesses of Mortgageport and Lifetime Planning.

The directors have declared a fully franked final dividend of 6.0 cents per share, bringing the dividend to 11.0 cents per share for the year.

In addition, as discussed further below, the company crystallised the value of the unclaimed OFM shares within the OFM Trust, enabling the directors to declare a further fully franked special dividend of 9.0 cents per share.

Management Changes

Following the resignation of the former CEO in February 2006, Chris Martin, who was then Head of Retirement Markets and responsible for establishing our reverse mortgage business, was appointed as Acting CEO. I was delighted on behalf of the Board, to announce Chris' appointment as Managing Director effective 1st July 2006 and to welcome him to the Board. Chris is supported by a strong senior management team.

Closure of OFM Trust

The OFM Trust which had been holding OFM shares since 1 July 2001 (following demutualisation), on behalf of unverified members, was finalised shortly after the completion of the financial year. The shares remaining in the Trust were valued at approximately \$5 million and this value was transferred to the retained earnings of the company. The closure of the OFM Trust, and the corresponding removal of the 5% shareholder ownership restriction, is a milestone in our evolution as a public company.

Acquisition of Gentury Funds Management

The acquisition of Century Funds Management for \$42.4 million was announced shortly after the completion of the financial year. This major acquisition was the product of much planning and investigation throughout the year and was financed by the transfer of the shares in the OFM Trust, the issue of new shares, and cash. It brought to the company a proven and successful property funds management team with \$440 million in funds under management, and has provided a strong platform for the growth of our property funds management business.

Board Issues

Following the acquisition of Century Funds Management we were pleased to welcome John McBain, its former Managing Director and co-founder, to our Board.

In a busy schedule, the Board met formally on 22 occasions. Important work was undertaken by the Investment Committee under the Chairmanship of Murray Grant, and the Audit, Risk Management and Compliance Committee under the Chairmanship of Jonathan Forster - which latter Committee had the responsibility for the presentation of our financial accounts in accordance with the new Australian equivalents of International Financial Reporting Standards "AIFRS" for the first time. The Board in its capacity as the Remuneration Committee, also finalised outstanding matters in relation to the Employee Rights Scheme and other remuneration issues.

Our new executive directors, Chris Martin and John McBain, have agreed to serve on the Investment Committee and all the other directors. continue to serve on all Committees.

Corporate Governance

The Board and management continue their commitment. to the best practices in corporate governance and our policies are set out in detail elsewhere in the report.

Condusion

The successful implementation of our strategies to:

invest back into our existing businesses for future growth - particularly into our reverse mortgage. business:
pursue inorganic growth where we can identify acquisition targets that meet our strategic and financial criteria - such as the acquisition of Century Funds Management and;
the re-focus of our business activities in the expanding over fifty community are already delivering encouraging results.

The Board is confident that our progress can be accelerated under the new management team and Frecord our appreciation of their commitment, and the contribution of all staff to this good outcome.

le Cecin

Murray Chessell Chairman

generated profit after tax of \$7.3 million

maintained total dividend for the year at 11 cents per share, fully franked

declared a special dividend of 9 cents per share, fully franked

acquired two Victorian properties to seed our National Leisure Trust

acquired Lifetime Planning, a boutique financial planning business specialising in the aged care industry

appointed a new Managing Director

acquired Century Funds Management, a property funds management business with approximately \$440 million in funds under management as at 30 June 2006

proposed to change our name to Over Fifty Group Limited

CICCERD DICES & CAPUTCA HALLONDA ICAI HAVIA GRAND

We belaw the most successib compatic of the future will work hard to redefine their brand, producto & process to mest the changing neats of the over fifty commutity.

introduction

I am pleased to provide you with my first report as Managing Director and to report that your company achieved a net profit of \$7.3 million for the year ended 30 June 2006. Given the level of reinvestment that we have made into the business it is very pleasing that we have been able to deliver such a strong result. We have had a very busy twelve months with the Board and staff having worked hard to establish an exciting platform for growth.

The friendly society (through management fees), commercial lending and property divisions were the major contributors to profitability. We continued to invest in our reverse mortgage business with our increased marketing and distribution expenditure reflected in the growth of the loan portfolio.

When reviewing our financial accounts, shareholders should note that they reflect the first full year's reporting under the AIFRS. These standards require the benefit funds of Over 50s Mutual Friendly Society to be consolidated (although the shareholders of OFM have no rights to the assets and liabilities held in the benefit funds) which has resulted in an increase in reported assets and liabilities, as well as revenue and expenditure, compared to that reported under the previous AGAAP standards. This requirement does not impact on the Company's reported net profit or net assets.

Our Strategy

While we are all aware that the developed world is ageing, many people believe that the change is mainly a result of the baby boomers progressing to retirement. While this is having an enormous effect, the ageing of those people born in the years after the Second World War is only part of the larger long term movement towards older populations. Global population ageing is a trend that heralds fong term shifts in individual and societal attitudes and behaviours. Not only is this trend restructuring our society, we believe it is going to play an important role. in the evolving landscape of the corporate sector.

We believe the most successful companies of the future will work hard to redefine their brand, products and processes to meet the changing needs of the over fifty community. There is little doubt that the ageing of our population represents the single largest driver of growth and profitability of the financial services sector over the next twenty years.

We gladly accept the challenges of meeting the needs of our customers and we are buoyed by a sense of pride in our history and excitement in our future. We see our future in providing product and service breakthroughs. that will become the industry's benchmark for meeting the continually changing needs of our ageing population.

Chris Martin Managing Director

Major initiatives

Since my appointment we have completed a number of initiatives that are in line with our new strategic direction and include:

Our new brand

With a strong heritage dating back to our beginnings. in 1980, we have continually provided financial solutions to the over fifty community. We have achieved this under a number of brands; Over Fifty Mutual, the Over Fifty Mutual Friendly Society, and more recently OFM Investment Group.

As you may be aware, we are proposing to change our name to Over Fifty Group. We believe this change captures the best of our heritage while at the same time embracing our future. It signals our intention of becoming the pre-eminent provider of financial and lifestyle solutions to the over fifty community.

First and foremost, we aspire to deliver a range of financial products and services that enables individuals to structure their finances in a way that gives them. real choice and control over their lifestyles.

Acquisition of Century Funds Management

On 10 July 2006 and following the conclusion of the vear under review, we announced the acquisition of 100% of Century Funds Management for \$42.6 million. Century was a Sydney based and privately owned property funds management company with approximately \$440 million in funds under management as at 30 June 2006. The acquisition aligns with our corporate strategy given that property backed. investments play an important role in delivering both income and capital growth to our target market.

Century's expertise and underlying profitability will also benefit us through facilitating a transition. away from one off property transactional revenues towards a more sustainable earnings stream from funds management activities.

I would like to welcome the entire Century team to our company.

Risk Management and Compilance

It is a primary responsibility of the Board and senior management to adequately mitigate the strategic and operational risks faced by the business in its day to day activities.

We continue to enhance our risk management practices, focussing on key business risks and the strengthening of controls and monitoring. Governing this is a process of periodic review, ensuring that all areas of the business are covered and that new business activities have been appropriately addressed.

The periodic business risk review process enables us. to define our risks and then determine their likelihood, consequences and overall risk rating, using the Australian Standard for Risk Management as a guide. Having assessed and rated all the risks, the Board and management then determine whether there are further actions which can be undertaken to mitigate these.

In order to maintain independence, the compliance function reports directly to the Audit, Risk Management & Compliance Committee and to the Board.

Our risk management and compliance framework is designed to provide a robust internal control environment under which the business can suitably manage the risks inherent in the investment and financial services industry, whilst optimising the performance of the company and its products for return to shareholders and investors alike.

Conclusion

The combination of our existing client base together with the ageing of our population provides us with the opportunity to build on our success to date. On behalf of the management team, I can assure shareholders that we will continue to work hard to ensure that the Over Fifty Group realises its enormous potential.

On a personal level and notwithstanding that we are now a listed company, I believe it is important that we do not forget our history as a mutual. Our core value system is based on developing long term relationships, designed to benefit the individuals who elect to invest, insure or have some other relationship with us. I will work hard to maintain the standards you have come to expect from us.

Hook forward to a productive and rewarding year and take this opportunity to thank all our employees and shareholders for the great support they have given our company over the past 12 months.

My Mata

Chris Martin Managing Director

shaping the meaning of mutuality

Over 50s Mutual Friendly Society

The Friendly Society's primary business is the management of investment bonds on behalf of the policy holders in line with each benefit fund's agreed investment strategy. Currently there are two distinct investment bond series offered by the Society.

1 Flexible Investment Bond series,
$\overline{2}$ Blueprint Bond series.

The above series offer a variety of unit-linked and bonus-based investment bonds backed by a range of asset classes - cash and fixed interest. Australian equities, alternative assets, international equities, property and mortgages. With this variation in underlying investment assets each benefit fund is targeted to deliver different outcomes to policy holders.

The Friendly Society continues to generate an important recurring income stream for the Group, and although investment bonds remain a niche product, signs are emerging that broader market acceptance and innovation may see this product class grow in popularity.

We worked hard to become a market leader in the development of educational material which assists both policy holders and their advisers to better understand the unique benefits associated with investment bonds. This focus on education, as well as proposed changes to the superannuation legislation announced in the May 2006 budget, has seen the interest grow in this tax paid investment across the financial advice industry.

Our distribution partners are beginning to view investment bonds as a viable, alternative, tax-advantaged vehicle that investors can use to complement superannuation, wealth accumulation and estate planning strategies.

We anticipate the growing interest in investment bonds will continue throughout the current year and, as such, are positioning ourselves to capitalise on our market position. We are making additional enhancements to our educational collateral to deepen the understanding of investment bonds and their applications.

Guardian Friendiv Society

The Company continues to derive revenue from the management of services it provides to The Over 50's Guardian Friendly Society Limited ("Guardian"). Guardian's sole purpose is to provide. statutory benefit funds for receiving and investing monies supporting pre-paid funeral contracts written by member companies of InvoCare Limited, Australia's largest funeral operator.

As a highly valued strategic partner we will work closely with InvoCare to ensure we best leverage the existing relationship to benefit both current and future policy holders.

Activities in Property

Our property team continued to be active and was a significant contributor to corporate earnings in the financial year under review.

In September 2005, the sale of an office building at 533 Little Lonsdale Street, Melbourne generated a profit of approximately \$1.3 million. In December 2005, we disposed of the office component of 333 Exhibition Street, Melbourne and in April 2006 we further partially disposed of our investment with the sale of the retail component on the ground floor of the building. The sale of the office and retail components realised a profit of some \$1.3 million.

In January 2006, and in order to establish our proposed National Leisure Trust, we acquired two properties located in Victoria. The first property, costing \$13.2 million, is located at the Moonah Links Golf resort at Rye and comprises three golf lodges which contain 36 luxury suites and conference facilities. The second property, called the Sands Hotel, is currently under development and cost \$16.9 million. It is located at The Sands Torquay Golf Course at Torquay and will comprise a 100 room hotel when completed in 2007.

In February 2006 we acquired an office building located at 45 Grenfell Street in Adelaide. The final settlement took place in July 2006 and the property will be included in the OFM Direct Property Trust.

At year end our remaining property investments being 333 Exhibition Street, Melbourne and the Chisholm Shopping Centre in the ACT, were revalued to \$24 million and \$14.5 million respectively. This revaluation generated an unrealised capital gain of \$2.3 million, reflected in the profit and loss account.

The acquisition on 10 July 2006 of Century Funds Management, a privately owned property funds. management company with approximately \$440 million under management at 30 June 2006, highlights our commitment to generating sustainable earnings from property related activities.

Over the coming year we will seek to grow our property funds management activities and continue to offer investors the opportunity to participate. in a range of commercial, industrial and office. backed investment opportunities designed to deliver both yield and capital growth to investors.

Reverse Mortgages

Retirees are becoming increasingly concerned about how they are going to fund their needs when they stop working. With a high percentage of retirees living on a fixed income or government pension it is often difficult. for them to make ends meet. Many people faced with this situation are electing to release some of the equity from their home.

Reverse mortgages enable people over the age of 60 to access some of the equity trapped in their home without having to sell the home. In most cases, neither the principal nor the interest needs to be repaid until either the home is sold or passes to the estate of the borrower.

Over the last few years we have made a significant investment into establishing a reverse mortgage business. We have created an award winning product and have developed an enviable distribution platform. that encompasses mortgage brokers, financial planners, credit unions and building societies. While we will continue to build breadth of distribution we recognise it is very important to also develop depth with our existing distribution partners.

Reflecting the growth of our reverse mortgage business and the fact that demand outgrewour ability to continue to rely on internal sources to fund our customers' requirements, it was necessary to establish a third party wholesale funding facility. We are pleased to have established a long term funding program with a leading Australian bank and we will continue to work closely with our financier to even further improve our award winning product.

We continue to advertise and market our Seniors Home Equity Release Loans (SHERL) across a range of different media. We have also partnered with the Mortgage Industry Association of Australia in providing training courses to mortgage brokers and financial planners who are interested in learning more about reverse mortgages.

Notwithstanding the increasing competition that we face we believe that the combination of our award winning. product, brand name and our distribution platform. positions us well to benefit from the increasing demand. by retirees to release some of the equity in their home.

a and a single starting the starting of the starting of the starting of the starting of the starting of the st Colombia de la laboración de la la CALINE COMMUNICATION COMMUNICATION

Comnercial Mortgage Lending

Our commercial mortgage lending activity encompasses the provision of commercial investment and construction loans which are funded from both the Group's balance sheet and publicly offered funds.

The Mortgage Income Fund is a conservative fund, which lends on commercial investment property Australia wide, to a maximum 70% loan to value ratio. During the first half year, the Fund completed a successful ratings process, whereby it received a 3-star rating. from Standard & Poor's and a 5-star rating from InvestorWeb. The main purpose of procuring a formal rating from a recognised rating group is to enable investor groups and financial planners to place the fund on their platform of approved products. Without a recognised rating, third party intermediaries are generally unable to recommend a fund to their investor clients.

The Mortgage Income Fund continued to perform well throughout the year, with investment returns above 7%* being recorded. The division pursued new relationships with commercial fending introducers and was successful in increasing the number of accredited commercial mortgage brokers, the fund's primary mode of distribution of new commercial loans.

Our construction lending program has increased throughout the year with an increase in approved foans and higher mortgage balances recorded. This is despite a general easing in property sales and construction. activity throughout parts of eastern Australia. The construction lending activity is funded from the Friendly Society Investment Bonds, and has been one of the established activities of the company since inception.

Loans are written in most Australian states, and predetermined geographic and sector benchmarks were all satisfied throughout the year. It is the Group's desire to maintain a well diversified pool. of mortgages so as to mitigate against the risk of specific geographic sector downturns.

The Commercial Mortgages team is exploring a rangeof new product initiatives and we look forward to further growing our lending base.

"For 12 months to 30 June 2006 after fees and taxes. Past performance is not an indication of future performance.

Over 50's Insurance Agency

The Over 50's Insurance Agency is focussed on delivering insurance solutions to the over fifty community. Our aim is to service this market better than any other provider and we are working hard to grow this part of the business. We receive commissions on policies written and are not exposed. to any of the underlying underwriting risk associated with the policies taken out by our customers.

During the year under review and in order to position ourselves as both a visible and viable solution for our target customer, we increased our marketing expenditure. In particular, we introduced a national radio campaign utilising Ron Barassi as the voice of the business with his involvement having a positive impact on sales.

Based on our experience gained over the last twelve months we will strive to build greater market presence with our existing clients and the broader over fifty community. We are planning to launch a number of new products that will be uniquely tailored. to meet the needs of our target customers.

Key Industry Bodies

We are a member and Gold Sponsor of the Mortgage Industry Association of Australia (MIAA), the peak body of the Australian mortgage industry. MIAA is a provider of service and representation to mortgage brokers, mortgage managers, mortgage lenders and originators to assist them to develop, foster, and promote the mortgage industry. It has over 11,500 members nationally.

Our partnership with MIAA and our involvement as a gold sponsor has provided several opportunities for sponsorship and professional development. This year we were involved at the MIAA National Conference and Expo Mart in Perth, various training courses held throughout Australia and other key nationwide events.

We are a founding member of the Senior Australian Equity Release Association of Lenders (SEQUAL). The SEQUAL mission is to ensure the professionalism of those who offer or distribute equity release products for senior Australians.

All members of SEQUAL have voluntarily agreed to adhere to the SEQUAL Code of Conduct. Only SEQUAL approved members can display the SEQUAL logo on their web site, on their brochures and printed material, as a confirmation that they have been endorsed by SEQUAL on the terms of this Code of Conduct

Our Managing Director, Chris Martin, is a valued member of the SEQUAL board.

Australian Friendly ( Societies Association

We are a member of this peak industry body representing friendly societies throughout Australia. AFSA represents friendly societies in negotiations with governments about product approval, taxation, actuarial matters and accounting standards, prudential supervision and a myriad of other regulatory matters. AFSA prepares and lodges submissions to government and regulators in respect of matters affecting friendly societies.

rolendee in the pursuit of manuality

Key Service Providers

van Eyk is one of Australia's most influential providers of managed funds research. When you visit a financial planner it is likely that the research behind the advice you receive is provided by van Eyk.

The van Eyk collective experience extends across different market cycles, from booms to busts. Through this, they are confident in advising Australians on investing and financial management.

Our Blueprint Series bonds invest directly into the equivalent van Eyk Blueprint Funds. The underlying assets of the van Eyk Blueprint Funds are administered by a number of specialist investment managers, chosen by van Eyk for their quality and fit in each portfolio.

Allianz Australia Insurance Limited is one of the country's largest general insurers, with over two million customers including individuals, families, commercial enterprises and large multi-nationals.

Allianz Australia is a wholly owned subsidiary of Allianz AG, one of the leading global providers of insurance, banking and asset management services.

Allianz is the insurance underwriter for all of our insurance products including home, car, caravan trailer, landlords and boat insurances.

We are working closely with Allianz Australia to develop new products suited to the over fifty community.

Corporate Investments & Acquisitions

Dagar sebuah di ka

SP 1

We own 50 per cent of Mortgageport, an Australian owned mortgage manager which has developed a unique approach to mortgage fending. Managing loans for some of Australia's largest mortgage wholesalers, their fresh approach enables our borrowers to have their mortgage specifically engineered to suit their individual needs.

Mortgageport works in partnership with accounting firms, financial planners and other professional organisations ensuring that borrowers receive the right advice as well as the right mortgage.

The longevity and strength of the relationship with Mortgageport places us on a very firm footing for the future. Each organisation complements the other to enhance the performance of our company, resulting in more affordable and accessible financial solutions.

Purchased by us in September 2005, Lifetime Planning specialises exclusively in the aged care industry and has the understanding and expertise to provide strategic planning based on their client's personal objectives and current financial situation.

Part of their service to the Aged Care industry is to host educational seminars to assist those people directly involved with some of the financial aspects of aged care.

Lifetime planning assists both consumers and the aged care industry to better understand the financial implications of aged care services.

Century Funds Management

As discussed elsewhere in the Annual Report, on 10 July 2006, we acquired Century Funds Management for \$42.6 million. Century is one of Australia's largest independently owned property funds management businesses and, as at 30 June 2006, had approximately \$440 million in funds under management.

Reverse Mortgages (SHERL)

BEST REVERSE MORTGAGE CATEGORY

Money Magazine - 'Best of the Best Awards'

Every year the number and complexity of financial products seems to grow, making it increasingly difficult for customers to choose a product that meets their specific needs. Customers are increasingly relying on a third party assessment of financial products to help them make their decisions.

In 2006 our reverse mortgage product was rated silver in the Money Magazine 'Best Reverse Mortgage Category'.

Mortgage Income Fund (MIF)

InvestorWeb Research

InvestorWeb Research is an independent research service that provides value added information and financial/investment tools in a timely and easily accessible manner to the investment community.

In November 2005, InvestorWeb research rated our Mortgage Income Fund five stars out of a possible six. Standard & Poor's

Standard & Poor's* is a leading global authority in fund ratings and research. Their funds services are a true measure of excellence in managed investments, and are relied on by fund managers, investment advisers, wealth managers, individual retail investors and industry commentators.

Standard & Poor's managed fund research division rated our Mortgage Income Fund three out of a possible five stars in their first review of the Fund in January this year.

Shareholders should also be aware that the S&P credit rating division has assigned a "AAAf" rating to the OFM Capital Guaranteed Bond which indicates that the Bond's assets exhibit extremely strong protection against losses from credit default.

*Standard and Poor's Information Services (Australia) Pty. Ltd. ABN 17 096 167 556 (S&P) receives fees from OFM Mortgage Income Fund for rating the fund. The fee is not linked to the rating outcome. Any rating referred to in this document have been prepared for the purpose of general information and is not a recommendation to purchase, sell, or hold units in a fund, nor do they take into account your individual needs or objectives. You should seek independent financial advice when considering the appropriateness of the rating and before making any investment decision. Ratings can change or cease at any time and should not be relied upon without referring to the meaning of the rating. Rating reports are available at www.assirt.com.au or by calling S&P Customer Service on 1800 792 553.

celebratina the magic of creativity & imagination day in & day out

Being a part of the community with which an organisation works to key to developing relations in that connunty. By working with our customers, we can leam more about their wants and needs. both addressig their financial and lifetyle rouirente and dovoloing the solutions. Being a part of the community with which an organisation works is key to developing relationships within that community.

With this in mind, we show our commitment to Australia's over fifty community by sponsoring a range of organisations that focus on this demographic. We strive to enable this community to have security and peace of mind with regards. to their investments. By working with our partners, we aspire to contribute to this area, enabling the ongoing success of organisations dealing with the ageing population.

We carefully select companies for sponsorship that share similar core values to us and that work toward developing services aimed at the ageing population.

Over 50's Association

The ARPA Over 50's Association Ltd is a national self-help. not-for-profit organisation formed with the aim of enhancing the lifestyle of older people. They provide a forum for issues of concern, provide information on social services and lifestyle and have many active interest groups.

Our sponsorship of the ARPA Over 50's Association allows them to provide information seminars, advisory services and special offers to all people over fifty. These services are outlined in 'Lifestyle', their quarterly publication.

COTA (Council of the Ageing) - NSW

COTA (NSW) was established in 1956 as the Older People's Welfare Council. COTA's first initiatives were to investigate housing and retirement accommodation. for older people (including assistance to allow them to stay in their own homes) and survey councils and shires throughout NSW. Their activities led to the establishment of Senior Citizens Clubs. The first Seniors Week was convened by COTA in 1958.

Sponsorship from us allows COTA to continue providing services to older Australians by way of policy development, representation and advocacy, brokering, referring, collaborating, co-ordinating, and networking among seniors' organisations. COTA also informs and educates older persons and all those concerned with their welfare.

We are proud to be the Gold Sponsor for COTA NSW in their Golden Jubilee year. This sponsorship reflects our long association with them.

Total Aged Services

Total Aged Services was established in 1993 and is a quality provider of products and services to the Australian aged care industry. Their services include workshops & conferences, aged care expos, and organisational consulting.

Total Aged Services provides an online publication. called the Big Red Book. This site is a leading resource in aged care information looking at employment, events, products, services and education.

With the resources they receive from us, Total Aged Services train and assist staff in aged care, to keep the industry informed, qualified and up to date.

Aged Care Association of Australia (ACAA)

The Aged Care Association of Australia is a professional, national industry association for providers of quality residential and community aged care services.

A federated peak body, ACAA is the only organisation. that represents care providers from the private and voluntary sectors on a national basis.

ACAA provides a truly representative voice for the residential aged care industry to the State and Federal Governments, and all associated agencies and professional bodies. They do this through a structure of autonomous state associations, and a national presence in Canberra.

We support the ACAA to help better promote the residential aged care industry through industry expos, the ACAA quarterly publication and seminars to ensure that workers in the aged care industry have a complete understanding of the industry as a whole.

The line to the line of OF MUNICIP Group Limited (fhe Company') submit the fillowing report in respect the year ended 30 June 2006.

THE CONSTRUCTION

Directors (from laft to right)

The Directors of the Company in office during or since the end of the financial year are:

M. G. Chessell, Independent Director OAM, LLB, (Chairman) Age 62.

Chairman of Over 50s Mutual Friendly Society Limited; Consultant, Hicks Oakley Chessell Williams Lawyers; Director of private companies involved in investment, mortgage management, superannuation and retirement villages.

W. J. Forster, Independent Director BSc, ARICS, Age 58.

Director of Over 50s Mutual Friendly Society Limited; Chairman of Kane Constructions Pty Ltd; Past President of the Master Bullders Association of Victoria; Past State and National President of the Retirement Village Association; Director of the Redundancy Central Fund Ltd and a number of other private companies involved in construction, property investment and retirement villages.

M. G. Grant, Independent Director BVSc, MBA, FAICD, Age 54.

Director of Over 50s Mutual Friendly Society Limited; Executive Director of Chemvet Australia Pty Ltd; Holds or has held senior positions with various companies and organisations within veterinary, pharmaceutical, rural and water industries; Former Director of Mutual Friendly Society from 22 March 1999 until the merger with Over 50s Mutual Friendly Society Limited.

M. A. Gray AM, Independent Director BComm, DDA, FREI, FAPI, FAICD, Age 66.

Director of Over 50s Mutual Friendly Society Limited; Executive Director of Gray & Johnson, real estate agents; Director of Bennelong Group; Chairman of Sportsbrand Media Pty Ltd; Director of Diabetes Australia Research Trust: Former Chairman of the Australian Cricket Board: Former President of the International Cricket Council; Former Director and Deputy Chairman of the Bank of Melbourne from 1989 until 1999; Former Director of Mutual Friendly Society Limited from 18 April 1988 until the merger with Over 50s Mutual Friendly Society Limited.

R. R. Officer, Independent Director BAgSc, MAgEc, MBA, PhD, FASSA, Age 65.

Director of Over 50s Mutual Friendly Society Limited; Emeritus Professor University of Melbourne; Chairman of Acorn Capital Limited; Deputy Chair of Tactical Global Management Ltd; Director of Colonial Foundation Limited; Trustee of Buckland Foundation; Director of Babcock and Brown Direct Investment Fund Limited.

The name and particulars of Directors of the Company who were appointed during the financial year and up to the date of this report are:

C. R. Martin BEc, LLB (Hons), CA, Age 35. Appointed 28 June 2006

Mr Martin joined the company in 2003 and was appointed Managing Director of OFM Investment Group Limited in 2006. He is a qualified lawver and chartered accountant and has worked in the finance, health and aged care sectors throughout his career.

J. E. McBain Dip UrbVal, Age 50. Appointed 12 July 2006

Co-founder of Hanover Group Pty Limited, Waltus Investments Australia Limited and Century Funds Management. Prior to 1990, Mr McBain held senior positions in a number of property development and property investment companies in Australia, New Zealand and the United Kingdom.

Unless indicated otherwise, all the Directors held their positions as a Director throughout the financial year and up to the date of this report.

Company Secretary

C. Jones LLB, Solicitor

Catherine Jones has been the Company Secretary and General Counsel of OFM Investment Group Limited since March 2003. Prior to holding this position she held. the role of Head of Legal & Compliance at HSBC Asset Management Australia. She practised as a solicitor in England for 9 years before coming to Australia.

Corporate structure

OFM investment Group Limited is a company limited by shares that is incorporated and domiciled in Australia. The Company has prepared a consolidated financial report incorporating the entities it controlled during the financial year, which are outlined in the above illustration of the group's corporate structure. All entities are 100% owned unless otherwise stated.

Principal activities

The principal activities of OFM Investment Group Limited ("OFM") as the parent entity, and of its controlled entities during the year, were the marketing and management of investment products (including Friendly Society Investment Bonds), health and general insurance through agency arrangements, mortgage lending and management, property investment, and management of The Over 50s Guardian. Friendly Society Limited.

There were no significant changes in the activities of the consolidated entity during the year.

Results

The consolidated profit from ordinary activities for the year was \$7.30 million (2005; \$7.22 million) after providing for income tax expense of \$3.60 million (2005: \$1.02 million).

Dividends

A fully franked final dividend of 6 cents per share (totalling \$3,100,794). was declared in Asgust 2005 and paid in October 2005 and a fully franked interim dividend of 5 cents per share (fotalling \$2,605,728) was declared in February 2006 and paid in April 2006.

Review of operations

The consolidated OFM entities achieved a net profit of \$7.3 million. for the year which was in line with the Company's expectations as foreshadowed in the half year report. The major contributor was Over-50s Mutual Friendly Society ("Over 50s") which was supported by the returns from the property division as well as the mortgage and insurance agency businesses.

Funds under management rose slightly during the year to \$1,090. billion (2005: \$1.082 billion).

The major highlights for the financial year were as follows:

. In August 2005 the Company finalised the purchase of a 50% interest in Mortgageport Management Pty Limited, which manages mortgages to the value of \$1.08 billion. Mortgageport distributes its financial products predominately through accounting firms and financial planners and now provides the Company with another distribution channel for its financial products.
. In September 2005 the Company purchased 100% of Lifetime Planning Pty Ltd, a boutique financial planning provider specialising in the aged care industry. The acquisition has contributed directly to earnings per share and has helped broaden the Company's distribution base for its home equity release product.
. OFM continued to seek properties to acquire either for its property funds management business or for potential on-sale whereadditional value can be added through OPM's property expertise. The following property transactions occurred during the year:
In September 2005, the safe of 533 Little Lonsdale Street. Melbourne ressited in a net profit before tax of approximately \$1.3 million.
In December 2005, the sale of the office component of the premises at 333 Exhibition Street, Melbourne resulted in a net profit before tax of approximately \$1.2 million.
In April 2006, the sale of the convenience store at 333 Exhibition Street, Melbourne resulted in a net profit before tax of approximately \$0.1 million.
In January 2006, we acquired two properties in Victoria. The first property, costing \$13.2 million, at the Moonah Links Golf Resortat Rye, comprises three golf lodges which contain 36 luxury. suites and conference facilities. The second property, costing \$16.9 million, the Sands Hotel located at The Sands Torquay Golf Course will comprise a 100 room hotel when the development is completed in 2007. These properties form the base portfolio of the OFM National Leisure Trust.
. The continuing investment made in the successful development and marketing of the reverse mortgage business enabled loans. on the balance sheet to grow substantially in the twelve months. to June 2006. As part of this development OFM established a wholesale funding facility with a leading bank to support the growth of this business which was completed in June 2006. The establishment of the facility has enabled the redeployment of capital previously utilised by this business.

The financial accounts reflect the first full year's reporting under the Australian equivalents of International Financial Reporting Standards ("AIPRS"). These standards require the benefit funds of Over 50s Mutual Friendly Society to be consolidated (although the shareholders) of OFM have no rights over the assets and liabilities held in the benefit funds) which has resulted in an increase in reported assets. and liabilities, as well as income and expenditure, compared to that previously reported under AGAAP standards. This requirement does not impact on the Company's reported net profit or net assets.

Further comments on the operations of the consolidated entity during the financial year and of the results of its activities are set out elsewhere in the Annual Report.

Directors' meetings

The number of meetings of Directors and of other committees held in the period each Director was in office during the financial year and the number of meetings attended by each Director were:

編

`a) ť.

Directors			iyoterta ombo	AVEC HOMES COM A MANUSHERS 2006 - 2007 - 2008 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009 - 2009			Rominentony
	Held			Attended Held Attended Held		Attended	Held	Attended
M. G. Chessell	つつ	22
W. J. Forster		- 2012 -		$\frac{1}{2}$ . The set of $\frac{1}{2}$ is the set of $\frac{1}{2}$ is the set of $\frac{1}{2}$ is the set of $\frac{1}{2}$ is the set of $\frac{1}{2}$ is the set of $\frac{1}{2}$ is the set of $\frac{1}{2}$ is the set of $\frac{1}{2}$ is the set of $\frac{1}{$			Simmunisti	- 21
M. G. Grant	つつ
M. A. Gray	99	ಿಗ		- 2		14 - Jan James James Jan James James Jan James James Jan James James Jan James James James James James James Ja
C. R. Martin*
R. R. Officer	-22	10.	TILLET	. J	101000000000000000000000000000000000000	- 12	3

°C. R. Martin appointed 28 June 2006

Significant changes in the state of affairs

In the opinion of the Directors there were no significant changes in the state of affairs of the consolidated entity that occurred during the financial year not otherwise disclosed in the Annual Report or the consolidated entity's financial report.

Events subsequent to balance date

Century Funds Management Limited

On 10 July 2006 OFM acquired 100% of the shares of Century Funds Management Limited, a privately owned property funds management business which had approximately \$440 million of funds under management.

The purchase price was \$42.4 million paid as to \$26.8 million in cash and \$15.6 million in shares.

OFM Unverified Members Trust

The OFM Trust has been holding OFM shares since 1 July 2001 on behalf of unverified members from the demutualisation of Over 50s Mutual Friendly Society Limited. During the 5 years to 1 July 2006 the Trust was required to transfer the shares and any associated dividends to all unverified members who became verified. Post 1 July 2006 the Board had to decide, under clause 7.4 of the OFM Trust Deed, how the remaining shares and capital accretions relating to those shares still held by the Trust were to be applied for the benefit of all shareholders of OFM. The Board decided that the 1,938,383 shares remaining in the Trust would be transferred as part of the equity settlement relating to the purchase of Century noted above. The value of these shares and the capital accretions that related to them were transferred to the relained earnings of OFM and approximate \$5 million. It is expected that the board will pay this amount to existing shareholders as a special dividend.

45 Grenfell Street

On July 10 2006 OFM settled the acquisition of 45 Grenfell Street, Adelaide and transferred the property to OFM Direct Property Trust for \$24 milion.

Apart from the above, since the end of the financial year, the Directors are not aware of any other matter or circumstance not otherwise dealt with in the financial statements that has significantly, or may significantly, affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

Likely developments

The Directors are optimistic about the outlook for the company and look forward to working with the new Managing Director and his senior management team to help maximise the creation of value for shareholders.

The Company will continue to invest in its new brand, distribution channels and product development with the objective of positioning the Company as a leading provider of financial and lifestyle solutions to the over fifty community.

ar manachan ann an chomhan

Directors' interests

Details of Directors' shareholdings as at 30 June 2006, are as follows:

Directors	Remy) ORTHER, STATISTICS STRIKS	Varie Serai
M. G. Chessell	78.369	177,114
W. J. Forster	96.122 214.976
M. G. Grant	39,549	89,381
M. A. Gray	$40.888$ $92.407$
R. R. Officer	12,218	27,613
C. R. Martin	- 300	ಾಂಜಾ

Details of Directors' interests in benefit funds of the Over 50s Mutual Friendly Society Limited as at 30 June 2006, are as follows:

	ENFORCEMENT CHANGE	Exinterni a dina magnetica dell'Indiana di San Albania di San Albania di San Albania di San Albania di San A
M.G. Chessell	OFM Income Accumulation Bond Fund Australian Property & Mortgage Fund OFM Capital Guaranteed Bond Fund	10,532 2,122 3.271
W. J. Forster	OFM Growth Board Fund Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Co
M. G. Grant	OFM Blueprint Australian Shares Bond OFM Growth Bond Fund	5.552 5.628
M. A. Gray	Marcario Accimilatori Port Find

Indemification and insurance of officers

OPM has agreed to indemnify all current and former Directors and Executive Officers of the Company and its controlled entities against all liabilities to persons (other than the Company or a related body corporate) which arise out of the performance of their normal duties as Director or Executive Officer unless the liability relates to conduct involving a fack of good faith. OFM has agreed to indemnify the Directors and Executive Officers against all costs and expenses incurred in defending an action that falls within the scope of the indemnity and any resulting payments.

The Directors have not included details of the nature of the liabilities covered or the amount of premium paid in respect of the Directors' and Officers' Liability and Legal Expenses insurance contracts, as such disclosure is prohibited under the terms of the contract.

This report outlines the renuneration arrangements in place for directors and executives of OFM Investment Group Limited ("the Company").

Remuneration philosophy

OFM recognises the important role people play in the achievement of its long-term objectives and as a key source of competitive advantage. To grow and be successful, OFM must be able to attract, motivate and retain capable individuals.

To this end, the company embodies the following principles in its remuneration framework:

· Competitive rewards are provided to attract and retain executive talent:
· Remuneration is finked to performance so that higher levels of performance attract higher rewards;
. Rewards to all staff but particularly executives are linked to the creation of value to shareholders:
. The criteria used to assess and reward staff include financial and non-financial measures of performance;
The overall cost of remuneration is managed and linked to the ability of the company to pay; and
Severance payments due to the CEO on termination are limited to pre-established contractual arrangements which do not committhe Group to making any unjustified payments in the event of nonperformance.

Renuneration committee

The Nomination and Remuneration Committee of the Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and the Chief Executive Officer ("CEO"). The committee assesses the appropriateness of the nature and amount of the Directors' and CEO's remaneration on a periodicbasis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the refersion of a high quality Board and CEO. Further details on the remuneration of directors and executives are also provided in note 29. to the financial report.

Non-executive director remuneration

The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors. of the highest calibre, whilst incorring a cost that is acceptable to shareholders.

The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount defermined is then divided between the directors as agreed. Clause 63.2 of the Constitution provides an aggregate maximum. amount of not more than \$750,000.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst. Directors is reviewed annually. The Board considers the fees paid to non-executive Directors of comparable companies when undertaking the annual review process and, where considered appropriate. advice from external consultants.

Each Director receives a fee for being a Director of all Group companies and an additional fee is paid to the Chairman and to the Chairman of each Board Committee. The payment of the additional fee to each Chairman recognises the additional time commitment and responsibility associated with the position.

The current non-executive Directors are also entitled to remaneration under the Directors Retirement Pund that was in place prior to OFM. becoming a listed public company to appropriately compensate directors for significant periods of service and be consistent with current corporate and industry standards. The formula calculates the period of service from 1 April 2002 to current date, divided by 9 years. and that percentage is applied to the sum of the normal directors fees over the last two years. Any benefits accrued to 31 March 2002 were preserved and the above formula applied from that date.

The Directors Retirement Fund only applies to those Directors appointed to the Board prior to 30 June 2004. The retirement benefit scheme is not available to any director appointed after 30 June 2004. OPM will contribute statutory superannuation for directors appointed after 30 June 2004.

The remuneration of Directors for the period ending 30 June 2006 is detailed in Table 1 of this report.

Sentor management and executive director remuneration

The company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the company and so as to:

· Reward executives for company, business unit and individual performance against targets set by reference to appropriatebenchmarks;
· Align the interests of executives with those of stakeholders;
. Link rewards with the strategic goals and performance of the company; and
· Ensure total remuneration is competitive by market standards.

In determining the level and make-up of executive remaneration. the CEO seeks independent advice regarding market levels of remuneration for comparable executive roles.

The CEO has an employment contract which includes options as part of his remuneration package and these need to be approved at the AGM in October 2006.

Remuneration packages include a mix of fixed and variable remuneration and short and long-term performance-based incentives. The proportion of fixed and variable remuneration is established for each manager by the CEO after consultation with the Remuneration. Committee. Table 2 details the fixed and variable components of the 5 most highly remunerated executives of the Group and the company.

Fixed remuneration

Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any FBT charges. related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds. This is reviewed annually by the CEO and the process consists of a review of companywide, business unit and individual performance as well as relevant comparative remuneration in the market. The same process is used by the Remuneration Committee when reviewing the fixed remuneration of the CEO.

The CEO and senior managers are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cashand salary sacrifice items such as motor vehicles and/or additional superannuation contributions. It is intended that the manner of payment chosen will be optimal without creating undue cost for the Group.

Variable remuneration

Under OPM's Senior Management Remuneration Policy, long and short term performance incentives may be made under the Group's. bonus plans.

Short-term incentives ("STI")

The objective of the STI program is to link the achievement of the Group's operational targets with the remuneration received by the executives charged with meeting those targets. The total potential STI available is set at a level so as to provide sufficient incentive to the senior manager to achieve operational targets and such that the cost to the Group is reasonable in the circumstances.

Actual STI payments granted to each senior manager depend on the extent to which specific operating targets set at the beginning of the financial year are met. The operational targets consist of a number of Key Performance Indicators ("KPI's") covering both financial and non-financial measures of performance. Typically included are measures such as contribution to net profit after tax, customer service, risk management, product management and feadership/ team contribution.

On an annual basis, after consideration of performance against KPi's, an overall performance rating of each individual business unit and the individual performance of each executive is rated and these are taken into account when determining the amount, if any, of the short termincentive pool that is to be allocated to each executive. This process is normally completed within 2 months after the reporting date.

The appregate of annual STI payments available to executives across the group is subject to the approval of the Remuneration Committeeand payments are made in cash in the following reporting period.

For the 2005 financial year 88% of the STI cash bonus vested in executives and other employees and was paid in the 2006 financial year. An STI pool for the 2006 financial year was approved by the Remuneration Committee at \$500,000 and, based on the performance criteria, was allocated and paid in August 2006. A separate STI payment of \$100,000 was approved for the CEO and also paid in August 2006. These amounts are included in Tables 1 and 2, as appropriate.

Long-term incentives ("LTI")

At the 2003 AGM OFM shareholders approved a Performance Rights Plan to which the long-term incentives relate. Under this plan, the Board has been given discretion in granting to employees rights to receive, in the future, a specified number of ordinary shares. The number of shares to be delivered pursuant to the rights is subject to satisfying performance hurdles and time-related vesting conditions. In summary, if OPM achieves a growth in earnings per share ("EPS"). of 13% per annum and a Total Shareholder Return ("TSR") which matches that of a basket of similar companies, the performance rights will convert into shares at the target date in the future. The LTF plan was set up to reward all employees in a manner that aligns the elements of remuneration with the creation of shareholder wealth.

The allocation of rights under the plan is approved by the Boardafter recommendations by the CEO. The first allocations under the Plan were granted in May 2006 (refer to Note 16(b) of the financial statements for details of the rights granted and the vesting dates if the performance hurdles are met).

The rights granted are valued by an external consultant in line with the requirements of Accounting Standard AASB2. The company then applies an estimation of the tenure risk associated with employees still being employed at the time the rights vest for those subject to TSR and EPS performance hurdles, and the probability of OFM attaining the required increase in EPS. The resultant value is charged to the profit and loss evenly across the vesting period. The amounts calculated above relating to the five most highly remunerated executives are included in Table 2.

Group performance

The tables below show the performance of the Group as measured by its TSR as compared to the ASX Financial (excluding Property Trusts) Accumulation Index and the EPS for the years ended 30 June 2003 to 30 June 2006.

		ASTERINGE THE TOT RELEASE			We Movement
30/06/03	-9.73%	-4.34%	30/06/03	17.5	:94%
30/06/04	$14.97\%$ $14.32\%$		30/06/04	19.2
30/06/05	.42%	23.67%	30/06/05	14.
30/06/06	$16.18\%$ 24.49%		30/06/06	$14.0$ $0.7\%$ 1999 - Januari Sarajević, predsjednik i predsjednik i predsjednik i predsjednik i predsjednik i predsjednik

Renuneration of directors and executives of OFM Investment Group Limited

Details of the nature and amount of each major element of remuneration of each director of the Company and each of the five named Company executives who receive the highest remuneration are:

Table 1: Remuneration of the directors of the Company and the consolidated entity for the year ended 30 June 2006:

		Short-term		Post Employment
	Salaries Conservation	E ANGELIA KATEN mens START STAR	արգայի կարարար 100 Հ Գ Էլ Հ Հ Հ Ա			5 T.Y W		Total	SCIENTING peseq ieioi SVGY $\mathbb{R}^2$ $\mathbb{S}$
M. G. Chessell	105,000		4.464	9,450	26,482			145,396	0%
W. J. Forster	61,500		٠	5,535	18,222			85,257	0%
M. G. Grant	61,500		$\overline{\phantom{a}}$	5,535	17,444		$\overline{\phantom{a}}$	84,479	0%
M. A. Gray	55,500			4,995	15,167			75,662	0%
R. R. Officer	55,500			4,995	34,028			94,523	0%
C. R Martin*	238,685	130,000		24,181		2,219		395,085	33%
Total	577,685	130,000	4,464	54,691	111,343	2,219		880,402

"Appointed Managing Director 28 June 2006. Annual remuneration relates to Mr Martin's role as Acting CEO and Head - Retirement Markets.

Table 2: Remuneration of the five named executives of the company and the consolidated entity who received the highest remuneration for the year ended 30 June 2006:

*The bonuses included above in the 2006 year reflect bonuses for performance during the 04/05 and 05/06 years. A provision for bonus was accrued at 30 June 2005 but there were no guaranteed amounts to any employee and the actual performance review and allocation was not completed until September 2005. A provision for bonus was accrued at 30 June 2006 and the performance review for 2006 was completed and allocations made in August 2006 and are thus also included above.

***Participating rights granted as part of remuneration have been valued using an adjusted form of the Black-Scholes Option Pricing Model (BSM) that includes a Monte Carlo Simulation analysis. The Monte Carlo simulation option pricing model has been modified to incorporate an estimate of the probability of achieving the TSR hurdle.

****Resigned 16 February 2006

Employment contract

The Managing Director, Mr Martin is employed under contract. The current employment contract commenced on 28 June 2006 and terminates on 30 June 2011, at which time OFM may choose to commence negotiations to enter into a new employment contract with Mr. Martin. Under the present contract:

Mr Martin receives fixed compensation of \$370,000 per annum from 1 July 2006.
OFM may terminate this employment contract by providing 6 months written notice or provide payment in lieu of the notice period.
Mr Martin may resign from his position and thus terminate this contract by giving 6 months written notice.
٠ OFM may terminate the employment contract at any time without notice if serious misconduct has occurred. When termination with cause occurs the Managing Director is only entitled to remuneration up to the date of termination.

As at the date of this report there were 1,100,000 unissued ordinary shares under options (which require approval at the AGM in October 2006) as noted in the following table.

Pursuant to an employment contract, OFM has offerred to the Managing Director, options over a total of 900,000 ordinary shares of OFM. The options are to be granted within one month of approval at the AGM, are for a period of five years commencing 1 July 2006 and are exercisable. progressively beginning on the second anniversary of the date of commencement as shown in Table 3. The options will be issued at an exercise price of \$2.00 and are subject to performance hurdles as shown at Table 4.

The Company will issue an additional 200,000 options (subject to approval at the AGM) over fully paid ordinary shares in the company at an exercise price of \$2.00 on condition that Mr Martín serves the Company for the entire term, in which event the options will become exercisable on 1 July 2011 and lapse, if not exercised, on 31 December 2011. These additional options will not be subject to any EPS or TSR hurdles.

Table 3: Options subject to performance hurdles:

	e Foet se				NEWSLAP CONTRACT
			$1.44$ y 2007 $-$ 31 December 2011	- 22 53 6	-22.000
Second		July 2008.	31 December 2011	. KR 1.
	$\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$		$31$ December 2011 = $67500$
Fourth		- July 2010	31 December 2011	12.500	112,500-
		1. III II 2011 wwwiih.	at December 2011

(1) The grant date will not be known until the options are approved at the AGM.

The options granted are in 5 tranches, each with separate performance hurdles that must be met for the vesting to take place. Half the options in each tranche are conditional on the Company meeting certain EPS (Earnings per share) hurdles for the relevant financial year and the other half for each tranche are conditional on the Company meeting certain TSR (Total shareholder return) hurdles as detailed below.

Table 4: Performance hurdles - EPS and TSR:

	EPS
	EFS annual grow is		$1.37700000000000000000000000000000000000$	Antinentierre The Break Ash tranche thatWest
Band 0	less than 8%	0%	less than 80%
	$-8.92$	$\frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{$		-20%
Band 2	$9 - 9.99%$	40%	90-99%	40% -
	1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990 - 1990		$-60\%$ $-10010\%$	150%.
Band 4	$11 - 11.99%$	30 X	110-119%	80%
	$-2\%$ or over		1206.061066

						Flights fair value excluding	Flights fair value including
			Granted No:			market hurdie	market hurdie
rttiri	il?:hahiel	WWW.UUR Really	20000000000000000000000000000000000000	mpu	CITERING STRA	mmen Hán	Maria	FIRE SCIENCE Farit
C. R. Martin*	Tranche 1		6,970	6,970	26 May 06	\$2.22	\$1.32	30 June 2007
	Tranche 2		12,255	12,255	26 May 06	\$2.12	\$1.27	30 June 2008
	Tranche 3		12,868	12,868	26 May 06	\$2.03	\$1.18	30 June 2009
C. A. Jures	franche 1		11,563	11665	20 May 66	\$2.22	51.32	30 June 2007
	Tranche 2		2.902	12.92	29 May 06	2212	\$1.27	30. June 2009
	Tranche 3		14.085	14.093	26 May 06	$-2112$	3118	30 Jule 2009
T. D. Reid	Tranche 1		9,381	9,381	26 May 06	\$2.22	\$1.32	30 June 2007
	Tranche 2		10,141	10,141	26 May 06	\$2.12	\$1.27	30 June 2008
	Tranche 3		10,723	10,723	26 May 06	\$2.03	\$1.18	30 June 2009
A G Orgolo*	Transfie 1
	Tranche 2		11.593	11,593	20 May 06	222	na ez	30 June 2008
	Tranche 3		14.00%	14.1983	26 May 06	3203	3118	SOLUTION 2008
S. R. Boys	Tranche 1		8,073	8,073	26 May 06	\$2.22	\$1.32	30 June 2007
	Tranche 2		10,754	10,754	26 May 06	\$2.12	\$1.27	30 June 2008
	Tranche 3		11,642	11,642	26 May 06	\$2.03	\$1.18	30 June 2009
Mates	Tranche I
	Iranche 2		$\mathcal{B}$ OSS	8,068	20 May 06	\$212	\$127	30 June 2008
	There is a		14.093	14.093	26 May 06	\$2.03	-\$1.10	SLUNG 2003

Table 5: During the period the following performance rights were issued to the Managing Director and the five most senior executives:

*These were allocated to Mr Martin prior to his appointment as Managing Director on 28 June 2006.

**Mr Ongarello resigned in August 2006 and the rights have lapsed.

No comparatives are presented as performance rights were issued 26 May 2006.

Table 6: Rights holding of the Managing Director and the five most senior executives:

			Granted
KARE IN THE REAL PROPERTY OF A STATE	Trafficial	Beginning	s sir	ES I	EXCRETCH	Expressed Elasar	EXC10671012	MA Exemissed
C. R. Martin*	Tranche 1		6,970	6,970		13,940		13,940
	Tranche 2		12,255	12,255		24,510		24,510
	Tranche 3		12,868	12,868		25,735		25,735
C. A. Jones	Transfer		n bha	11.56.3		2.126		23126
	Tranche 2	W	$12 - 62$	12,62		26,124		25124
	Than che 3		14.095	14093		28.196		26,106
T. D. Reid	Tranche 1		9,381	9,381		18,762		18,762
	Tranche 2	÷	10,141	10,141	٠	20,282		20,282
	Tranche 3		10,723	10,723		21,446		21,446
A. C. Chanelett	statished f
	Tranche 2		1.365	11.596		23196		20.106
	Transche 3		14093	14(095)		25.126	888	$2.8\pm0.5$
S. R. Boys	Tranche 1	$\overline{a}$	8,073	8,073		16,146		16,146
	Tranche 2		10,754	10,754		21,508		21,508
	Tranche 3		11,642	11,642		23,284		23,284
1.M. Giles	Tranche 1
	Tarene 2		e oue	9 OSH		10,176		16,176.
	Tranche 3		14.093	14,023		28,186		28,186

$\frac{32}{16}$

$\rightarrow$ (0)

(a) 蠡

*These were allocated to Mr Martin prior to his appointment as Managing Director on 28 June 2006.

**Mr Ongarello resigned in August 2006 and the rights have fapsed.

No comparatives are presented as performance rights were issued 26 May 2006.

The proportion of Rights that vest at the end of the relevant performance period will be determined by the Company's performance measured in terms of EPS and Total Shareholder Return (TSR), ranked against the ASX Financial (excluding Property Trusts) Accumulation Index.

EPS performance criteria

EPS is based on normalised operating earnings before tax. The EPS performance hurdle and subsequent percentages of the rights that become exercisable depend on the following vesting scale:

. If OPM achieves less than 10% growth in EPS per annum, no Rights vest.
. If OPM achieves 10% growth in EPS or greater, 70% of Bights vest.
. If OPM achieves 11% growth in EPS or greater, 80% of Bights vest.
. If OPM achieves 12% growth in EPS or greater, 90% of Rights vest.
. If OFM achieves 13% growth in EPS or greater, 100% of Rights vest.

Total shareholders return (TSR) performance criteria

The TSR performance hurdles and percentages of the Rights that become exercisable upon meeting the performance hurdles are as follows:

. If TSR rank is less than the index, no Rights vest.
. If TSR rank is equal to or greater than the index, all Rights vest.

Fair market value

Fair market value is the price that would be negotiated at the valuation dates in an open and unrestricted market between a knowledgeable, willing but not anxious buyer and a knowledgeable, willing but not anxious seller acting at arm's length.

The fair market value of the Rights at the valuation dates are set out below:

	$\begin{picture}(20,10) \put(0,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1,0){10}} \put(10,0){\line(1$	ANGELIA DE LA PRODUCTION DE LA PRODUCTION DE LA PRODUCTION DE LA PRODUCTION DE LA PRODUCTION DE LA PRODUCTION ------------------------------------
Tranche 2	26 May 2006
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

The valuation approach employed is an adjusted form of the Black-Scholes Option Pricing Model (BSM) that includes a Monte Carlo Simulation analysis. The Monte Carlo simulation option pricing model has been modified to incorporate an estimate of the probability of achieving the TRS hurdle.

The Monte Carlo model is based on the assumption that share price movements are log normally distributed, a similar assumption that underpins the BSM.

The BSM takes into account the following factors:

. The rights have no exercise price;
. The time to expiry for the Rights accords with their respective vesting dates;
. The price of the underlying shares at grant date (\$2.34);
. The expected volatility of the share price (28%);
. The dividend yield expected on the shares (4.7%); and
. The risk-free interest rate for the life of the rights (5.1%).

Rounding of amounts

The parent entity is a company of the kind specified in the Australian Securities and Investments Commission class order 98/0100. In accordance with that class order, amounts in the financial report and Directors' Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.

Corporate governance

The Directors have, in striving to achieve the highest standards of corporate behaviour and accountability, complied with the principles and practices set out in the corporate governance statement contained in the following section of this annual report.

Auditors independence declaration

The Directors have obtained a declaration of independence from the consolidated entity's auditors, Ernst & Young, in accordance with section 307C of the Corporations Act 2001, which forms part of this report. A copy of this declaration is attached to this report.

Non - audit services

The following non-audit services were provided by the entity's auditor, Emst & Young. The directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act. The nature and scope of each type of non-audit services provided means that auditor independence is not compromised.

Emst & Young received or are due to receive the following amounts for the provision of non-audit services:

· Taxation Services \$ 31.900
· Other Assurance Services \$. - 7,277

Signed in accordance with a resolution of the Board of Directors dated 29th August 2006

Chairman

W.J. FORSTER Director Chairman - Audit, Risk Management and Compliance Committee

EII ERNST & YOUNG

Erest & Young Building a fahibition Street
Melbrarne VIC 3000 Australia GPO 804-67
Nelbourne VKC-3001

NTHRIST HOMESTER NAMES AND DESCRIPTION

Tel 613.9202 3000 Fax 61 3 8650 7777

Auditor's Independence Declaration to the Directors of OFM Investment Group Limited

In relation to our audit of the financial report of OFM Investment Group Limited for the financial year ended 30 June 2006, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

Grand 5 Young

Denis Thorn Partner Melbourne 29 August 2006

This statement sets out the 10 core principles identified by the ASX Corporate Governance Council ("the Council") as underlying good corporate governance, discloses the extent to which OFM Investment Group Limited (OFM) has complied with the Council's recommendations for the year ended 30 June 2006 and provides all Annual Report disclosures required under the Council's recommendations.

A Corporate Governance Statement has been posted on the Corporate Governance page of the Company's website http://www. overfifty.com.au. The statement on our website provides further detail on OFM's approach to each of the 10 core principles.

With the exception of Recommendation 9.4, OFM has complied with each of the Council's recommendations and the spirit of the guidance to each recommendation throughout the 2005/06 year.

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1: Formalise and disclose the functions reserved to the Board and those delegated to management.

The Board has established a Board Charter. The Board Charter is posted on the Corporate Governance page of the Company's website.

The Corporate Governance Statement posted on the Company's website outlines the role of the Board, the CEO and Senior Management.

Principle 2: Structure the board to add value

Recommendation 2.1: A majority of the Board should be independent directors.

The Directors' Report in this Annual Report contains details of the directors' skill, experience, education, age and term of office. The directors seek to ensure the Board consists of directors with an appropriate range of experience, skill, knowledge and vision to enable if to operate OPM's business with excellence. The number of directors is limited by OFM's constitution to a minimum of 5 and a maximum of 13. The Board considers that the ideal size is 5 to 8 directors.

Throughout the 2005/06 year the Board has consisted of a majority. of directors who are non-executive and are independent as perindependence criteria set out in the Board Charter. The directors deemed to be independent are identified in the Directors' Report in the Annual Report. Directors are required to disclose at each Board meeting any interests that may affect their independence.

Independence criteria

The OFM Board Charter provides that a director will be deemed an independent director if:

1. They are not a substantial shareholder in any member of the OFM Investment Group or an associated person of a substantial shareholder (a shareholder who holds an interest in more than 5% of the shares on issue);
1. They do not participate in share performance-based plans that include OFM shares or options;
1. They have not had a material relationship with any of the Group companies in the last 5 years. A relationship is considered material Ĭ۴۰
i) The director is an employee of OFMIG or any of its related body corporates;
ii) A family member of the director is an employee of OFMIG or a related body corporate;
iii) The director is an executive officer of a related body corporate;
iv) The director is employed by, or a family member is an executive officer of, or the director or an associate has an interest in, anentity which has material business dealings with the Group (see materiality thresholds);
v) The director is a principal of a material professional advisor or is a material consultant to the company;
1. They have not served on the Board for a period which could reasonably be perceived to interfere with the director's ability to act in the best interests of the company.

The Board has adopted AASB standard 1031 to determine levels of materiality of a business relationship. A business relationship is presumed to be immaterial when it generates less than 5% of gross revenue for the Group and material when it generates 10% or more of gross revenue over a 12 month period. Further, a business relationship with a supplier/service provider is presumed immaterial where the relationship generates less than 5% of gross revenue of the supplier/service provider and material when it generates more than 10% of the supplier/service provider's gross revenue over a 12 month. period.

Selection and appointment of directors

The Board has the option to use either the Nomination and Remuneration Committee or an external consulting firm to identify and approach possible new candidates for directorship. The selection of directors must be approved by the majority of shareholders at the next Annual General Meeting of the Company.

Where a vacancy exists or is expected to arise, directors are selected in accordance with documented procedures which have been posted. on the Corporate Governance page of the Company's website.

The Board also reviews its composition on an ongoing basis and from time to time may determine that additional directors be appointed. Chris Martin and John McBain were appointed as additional directors to the Board in June and Jely 2006 respectively.

Each director is appointed in accordance with the documented procedures posted on the Corporate Governance page of the Company's website.

Independent professional advice

OFM has procedures enabling any director to seek external professional advice as considered necessary, at OFM's expense.

Recommendation 2.2: The chairperson should be an independent director.

OFM's current chairman is an independent director.

Recommendation 2.3: The roles of the chairperson and chief executive officer should not be exercised by the same individual.

There is a clear division of responsibility at the head of the company as the roles of chairperson and CEO/Managing Director are not performed by the same person.

A Statement of Position Authority is in place for the CEO/Managing Director which details the responsibilities and authorities for that position.

Recommendation 2.4: The Board should establish a Nomination Committee.

One of the three committees established by the Board is the Nomination and Remuneration Committee. The Nomination and Remuneration Committee consists of three or more directors, all of whom are independent. The Directors' Report in this Annual Report details the membership of the Nomination and Remuneration. Committee and the attendance of members at meetings of that committee.

Principle 3: Promote ethical and responsible decision-making

Recommendation 3.1: Establish a code of conduct to guide directors, CEO, CFO and other key executives.

The Board has established a Director and Employee Code of Conduct. This Code of Conduct takes into account quidance. under both recommendations 3.1 and 10.1 of the Council's recommendations and sets the standard by which all directors and employees are to conduct themselves in the course of their duties. as well as providing a guide on compliance with legal and other obligations. The Director and Employee Code of Conduct is posted on the Corporate Governance page of the Company's website.

Recommendation 3.2: Disclose the policy concerning trading in company securities by directors, officers and employees.

The Board has established a policy concerning trading in company securities by directors, officers and employees. This policy is posted on the Corporate Governance page of the Company's website.

Principle 4: Safequarding integrity in financial reporting

Recommendation 4.1: The Chief Executive Officer (or equivalent) and the Chief Financial Officer (or equivalent) are to state in writing to the Board that the company's financial reports present a true and fair view, in all material respects, of the company's financial condition and operational results and are in accordance with relevant accounting standards.

The CEO/Managing Director and CFO are required to provide a statement in writing to the Board for both the half-year and full-year financial statements covering the matters set out in Recommendation. 4.1.

Recommendation 4.2: The Board should establish an Audit Committee.

One of the three committees established by the Board is the Audit, Risk Management & Compliance Committee. The Committee meets quarterly with the external and internal auditors of the Group present.

Recommendation 4.3: Structure the Audit Committee so that it consists of:

only non-executive directors
a majority of independent directors
an independent chairperson, who is not chairperson of the Board
at least three members

The Audit, Risk Management and Compliance Committee has at all times consisted of three or more directors, all of whom are nonexecutive, independent directors. The Directors' Report in this Annual Report details the membership of the Audit. Risk Management and Compliance Committee and the attendance of members at meetings of that committee.

Recommendation 4.4: The Audit Committee should have a formal charter.

The Board has established an Audit, Risk Management & Compliance Committee Charter and this Charter is posted on the Corporate Governance page of the Company's website.

Recommendation 4.5: Other reportable matters - Procedures for the selection and appointment of the external auditor and for the rotation of external audit engagement partners.

The Board has established procedures relating to the external auditor selection, appointment and lead partner rotation. These procedures are posted on the Corporate Governance page of the Company's website.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1: Establish written policies and procedures designed to ensure compliance with ASX listing rule disclosure requirements and to ensure accountability at a senior level for that compliance.

The Board has established written policies and procedures on information disclosure. The Corporate Governance Statement posted on the Company's website provides a summary of OFM's policies. and procedures on information disclosure.

Principle 6: Respect the rights of shareholders

Recommendation 6.1: Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings.

The Board has established a shareholder communications strategy. The Corporate Governance Statement posted on the Company's website provides a summary of OFM's Shareholder Communications Strategy.

Recommendation 6.2: Request the external auditor to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report.

It is OFM's practice that the external auditor partner be present at the AGM and is available during the course of that meeting to answer shareholder questions about the conduct of the audit and the preparation and content of the auditor's report. The external auditorpartner was present at OFM's 2005 Annual General Meeting.

Principle 7: Recognise and manage risk

Recommendation 7.1: The Board or appropriate Board Committee should establish policies on risk oversight and management.

The Board has established a Risk Management Policy that takes into account guidance under the Council's best practice recommendations and Australian Standard AS/NZS4360 - Risk Management within the Internal Audit Process. This policy is reviewed regularly by management and by the internal audit function. The Corporate Governance Statement posted on the Company's website provides a summary of OFM's Risk Management Policy.

Recommendation 7.2: The Chief Executive Officer and Chief Financial Officer should state to the Board in writing:

the statement given in accordance with best practice a) recommendation 4.1 (the integrity of financial statements) is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board.
b) the company's risk management and internal compliance and control system is operating efficiently and effectively in all material respects.

The CEO/Managing Director and CFO are required to provide. a statement in writing to the Board for both the half-year and full-year financial statements covering the matters set out in-Recommendation 7.2.

Principle 8: Encourage enhanced performance

Recommendation 8.1: Disclose the process for performance evaluation of the Board, its committees and individual directors, and key executives.

An evaluation of the Board and its Committees was conducted for the 2005/06 financial vear.

The full Board convened to review and assess its performance for the 2005/06 financial year. Detailed consideration was given to the following areas:

Board composition:
Committee structure:
Performance of the company strategy:
Conformance:
Financial management;
Operational matters including meeting format and frequency, agendas and papers and communication; and
Individual roles, responsibilities and remuneration.

The role and contribution of the Chairman of the Board and of the committees is reviewed by the Board as a whole, and the contributionof each of the individual directors is reviewed by the Chairman.

The performance of the CEO/Managing Director is reviewed periodically by the Board Nomination and Remuneration Committee and the full Board. This assessment is made against pre-determined criteria including Key Performance Indicators relating to the OFM. Group's performance as determined in the OFM Group's Strategic Plan.

The assessment of key executives is performed periodically by the CEO/Managing Director in accordance with OFM's performance appraisal procedures and reported to the Board.

Principle 9: Remunerate fairly and responsibly

Recommendation 9.1: Provide disclosure in relation to the company's remuneration policies to enable investors to understand:

the costs and benefits of those policies and (i)
(ii) the link between remuneration paid to directors and key executives and corporate performance

The Board has established a Senior Management Remoneration Policy and a Remuneration Policy for non-executive directors. OFMrecognises the important role people play in the achievement of its long-term objectives and as a key determinant of competitive advantage. To grow and be successful, OFM must be able to attract, motivate and retain capable individuals.

The Directors' Report within this Annual Report provides a detailed Remuneration Report which outlines the remuneration arrangements in place for directors and executives of OFM.

Recommendation 9.2: The Board should establish a remuneration committee.

One of the three committees established by the OPM Board is the Nomination and Remuneration Committee. The Nomination and Remuneration Committee consists of three or more directors, all of whom are independent. The Directors' Report in this Annual Report details the membership of the Nomination and Remuneration Committee and the attendance of members at meetings of that committee.

Recommendation 9.3: Clearly distinguish the structure of non-executive directors' remuneration from that of executives.

The Board has established a policy relating to the remuneration of non-executive directors. OFM pays non-executive directors fees at a level which is sufficient to attract individuals with the appropriate skills, and to fairly reimburse those directors for services provided. Nonexecutive director's remuneration does not include incentive schemes or performance related payments.

Executive directors are paid a salary commensurate with their position and responsibilities and at a level which attracts high calibre executives with appropriate skills and experience. Executive directors also participate in OFM's long-term and short-term incentive plans.

The Directors' Report within this Annual Report provides a detailed Remuneration Report which outlines the remuneration arrangements in place for directors and executives of OFM.

Recommendation 9.4: Ensure that payment of equitybased executive remuneration is made in accordance with thresholds set in plans approved by shareholders

Under OPM's Senior Management Remuneration Policy, long and short term performance incentives may be made under the Group's bonus plans.

Long-term equity-based remuneration is provided to employees under the Group's Performance Rights Plan, which was approved by shareholders at the 2003 Annual General Meeting.

Rights were issued for the first time under that Plan in the 2005/2006. friancial year. Rights that were referrable to employment in the 2003/2004 and 2004/2005 financial years have performance measurement periods that are shorter than those originally contemplated in the Explanatory Memorandum provided to shareholders at the time of approval of the Performance Rights. Pian. The Board determined to adopt the shorter performance measurement period on an exceptional basis because the rights referred to prior years' service. Rights referrable to subsequent and current years' service have performance measurement periods that are consistent with those described in the Explanatory Memorandum.

Short-ferm incentives may be paid by way of bonus in either cash. and/or shares. The method of payment of the bonus is determined on an annual basis having regard to the profitability, capital management and other objectives of OFM.

The total number of shares issued under all employee share schemes will not exceed 5% of the total number of issued shares of the Company at any time, when aggregated with shares issued over the previous 5 years under any employee share plan or any that are to be vested under the long-term incentive plan.

Recommendation 9.5: Other matters (if applicable) -Disclose the existence and terms of any schemes for retirement benefits, other than statutory superannuation, for non-executive directors.

Each of the directors appointed to the Board prior to 30 June. 2004 participate in a retirement benefit scheme which is intended. to compensate directors for significant periods of service. The retirement benefit scheme is not available to any director appointed after 30 June 2004. OFM will contribute statutory superannuation for directors appointed after 30 June 2004. Full details of each director's retirement benefits expensed for the financial year is provided in the Directors' Report of this Annual Report.

Principle 10: Recognise the legitimate interests of stakeholders

Recommendation 10.1: Establish and disclose a code of conduct to guide compliance with legal and other obligations to legitimate stakeholders.

The Director and Employee Code of Conduct is posted on the Corporate Governance page of the Company's website.

In accordance with a resolution of the Directors of OFM investment Group Limited, we state that:

(1) In the opinion of the Directors:

(a) the financial statements and notes of the Company and of the consolidated entity are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the Company's and consolidated entity's financial position as at 30 June 2006 and of their performance for the year ended on that date; and
(ii) complying with Accounting Standards and Corporations Regulations 2001; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
(2) This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 for the financial period ending 30 June 2006

On behalf of the Board

M.G. CHESSELL Chairman

Melbourne 29 August 2006

W.J. FORSTER Director Chairman - Audit, Risk Management and Compliance Committee

		Consolidated		Parent
	Note	Which The (\$) (\$)	ammanan SHOO	Ziefsfa Sitele )	Pitel enerato II Management
Interest and dividends		67.13	67499	1450	15.243
Management fees		17404	$\mathbb{D}_i\mathbb{M}$
Rental income		4,626	(190)
Revenue	38	89.605	89,776	14,369	15,893

Other income	3(ii)	29.1	21.643	70.	120
Employee benefits expense	3(y)	(204)	(5.124)	(2, 4)	(200)
Marketing and advertising	3(y)	(1,4)	11, 1961	(279)	(15.4)
Corporate expenses	3(y)	(5550)	16.360)	TIME	(1.666)
Administration and funds management expenses	$\Im(\vee)$	(447)	(5,0.69)
Other expenses	3(v)	(0.2170)	(66,734)	(344)	(74)
Finance costs	3(iv)	10,130)	(6.524)	(736)	(221)
Share of profit in associate	3(ii)	496
Profit before income tax expense		25,917	25,539	8,134	11,090

Income tax expense relating to shareholders		18,001	(1021)	284	138
Income tax expense - benefit funds		(16,013)	(10 F 2)
Total income tax expense.	4	nas 2	(17,33)	284	165.
Profit after related income tax expense from continuing operations		7,305	8,206	8.418	11,245
Net profit attributable to minority interest	28		1.044
Net Profit attributable to members of OFM Investment Group Limited		7,305	7,162	8.418	11,245

Basic earnings per share (cents per share)	199999999999999999999999999999999999999 $14.03$ $15.96$
Diluted eamings per share (cents per share)	1920 - 1930 - 1930 - 1930 - 1930 - 1930 - 1930 - 1930 - 1930 - 1930 - 1930 - 1930 - 1930 - 1930 - 1930 - 19 RESERVE AND RESIDENT AND RESIDENT 1645110110110110110110110110110110110110110

		Consolidated		Parent
	Note	241913 880	9400 SINGS	Alike State Sied	synesi MERICA
Current Assets
Cash and cash equivalents	24	64.28	44,697	30.00	22103
Trade and other receivables	6	29421	8,099	01,980	39,261
Financial assets held for trading	7	930162	665.219	66	25.
Other financial assets	7	144.023	160,313		20,233
Property investments - held for sale	10	24.000	49,983
Related party tax receivable	4			4620	5.903.
Other	8	1132	766	420	208
Total Current Assets		873.60	9174.99	$\mathcal{O}(n^{2})$	B(15)
Non-Current Assets
Other financial assets	7	91,134	46,64	91795	8 A.P
Investment in associates using the equity method	G	2.423	15,332
Property investments	ŤΟ	$-1.362$	14.405	2410
Plant and equipment	博像	487	$6\%$	150.	226.
Deferred tax assets	Ą.	1873	1,200	496.	289.
Goodwill	12	1.062
Total Non-Current Assets		14.9.956	26.464	12.841	8,998.
Total Assets		1,023,509	995,903	110613	96,778
Current Liabilities
Trade and other payables	13	6,084	360 _l		3,998
Incorne tax payable	4	171	4.295	0.496	$60\%$
Interest bearing liabilities	14	$-34.070$	35,000	12,200
Provisions	15	TSI	537	- 29	SB.
Policyhoiders funds	17	838.926	264.67
Total Current Llabilities		280.249	898112	20067	$10\,M_\odot$
Non-Current Liabilities
Interest bearing liabilities	14	49.748	8086
Provisions	15	182	154
Deferred tax liabilities	4	2.818	2.262		12.
Total Nori-Current Liabilities Total Liabilities		62,718 932.967	10.601 908,613	20,037	32 10.567
Net Assets		90,542	87,290	90,576	86,211
Equity
Equity attributable to equity holders of the parent
Issued capital	作谷	75,121	(1.490)	73.123	71.000
Long term incentive plan reserve	18	28		23
Retained earnings	18	17.598	15.900	17.482	1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 1999 - 199
Total parent entity interest in equity		$90 - 42$	84,290	90,576	96,211
Total Equity		90,542	87,290	90,576	86,211

		Consolidated		Parent
	Note	200 BARTA DE LA PERSONA DE LA PERSONA DE EN 1970 DE LA PERSONA DE LA PERSONA DE LA PERSONA DE LA PERSONA DE LA PERSONA DE LA PERSONA DE LA PERSONA DE LA	2003 8000	4783 Shire	ZH KJ Siee
Cash Flows From Operating Activities
Cash paid to suppliers & employees		(3.7/01)	(29.030)	48.AA ()	(412)
Redemption paid from bonds funds (with DPF)		(1762)	(82.623)
Redemption paid from unit linked funds (no DPF).		(13.564)	The Olde
Applications received by unit linked funds (no DPF)		18/46	14,092
Applications received by bonus funds (with DPF)		14.004	17,020
Interest received		46,61	(54/1)	0,614	-4 2 34
Dividends received				9089	11.99
Management fees received		17.464	15,187
Rent and other income received		$\Omega_{\rm c}$ and	5778	7O.	120.
Payout from Directors' Retirement Fund					(120)
Income tax paid		(23154)	(19.562)	4111	(400)
Net cash flows from operating activities	XD.	(42, 185)	(27,965)	7,221	11,381
Cash Flows From/(Used In) Investing Activities
Payments for property investment		(17549)	464,641)	(2.410)
Payments for plant and equipment		(120)	(198)	(39)
Purchase of units in property trust and shares					(13)
Proceeds of sale of property		36.80	2006
Acquisition of subsidiary net of cash acquired	27	1912)		11,030)
Payment for investment in managed funds			(20, 252)		മ്രമാമ
Proceeds from disposal of investments in managed funds		20,232		20,232
Investment in other financial assets		(0,696)	(11.14)
Transfer out of units on deconsolidation of OFMDPT No.3			16.942
Payment for investment in associated entities		(7.60)
Net cash flows used in investing activities		(23,916)	(76.897)	16.754	(20, 245)
Cash Flows From/(Used In) Financing Activities
Loans from/(to) related entity				(23.224)	(1072)
Proceeds from borrowings		b. jiha	4.3045	12 A
Repayment of borrowings		(13.6,50)
Dividends and distributions paid		[4250]	(110)	49. IGN	(4.068)
Net cash flows from financing activities		38,000	38,929	(15,099)	(14, 800)
Net increase/(decrease) in cash and cash equivalents held		19,731	(65.933)	8,876	(23.664)
Cash and cash equivalents at the beginning of the financial year		64,997	100,930	22103	45,607
Cash and cash equivalents at the end of the financial year	Ŵ.	84,728	64,997	30,979	22,103

Consolidated

Attributable to equity holders of the parent

Issued
Capital
S'000 Freezenskall MARINE A EYSTERING Eamings
S1009 Garriet
- Traga ESTATALLES
1919: 1919 Reserves
\$100 ELAND $||2||$ WASHING www ements 296678YGW 14.696 BUSS As at 1 July 2004 $(9.356)$ $84.171$ 69.96% 9D98 $Q$ function LAGE $(2,0)$ Total income and expenses for the period recognised directly in equity $(276)$ $(276)$ S, 11246 Profit for the year commit- $\sqrt{162}$ 7162 $11.245$ Total income/expenses for the year 6,886 6,886 11.245 11,245 Š 9 Issue of share capital: Dividend Reinvestment Plan 1,665 $1.656$ 1,55 $3.555$ Equity dividends 15.622) (5,622) $(5)(22)$ $(5.622)$ As at 30 June 2005 71,490 15,800 87,290 71.490 14,721 86.211 g As at 1 July 2005 $71,001$ 16,800 87.280 $71.490$ $14.721$ er 211 Other Total income and expenses for the year recognised directly in equity 8 W. S. R Profil or the year $8.412$ 7005 $6.419$ $f_{\rm s}$ (Fig. Total income/expenses for the year 7,305 7,305 8,418 ä 8.418 Issue of share capital: Dividend Reinvestment Plan 1.051 $1.632$ 1,631 $1632$ Executive share based incentives $23^{\circ}$ 23 Ż, Ż Equity dividends (5700) $6.00$ $\omega$ and 15704

90.542

73,121

17.432

73.121

17,398

As at 30 June 2006

90,576

Parent

Attributable to equity holders of the parent

Corporate Information

The financial report of OFM Investment Group Limited ("the Company") for the year ended 30 June 2006 was authorised for issue in accordance with a resolution of the Directors on 29 August 2006, OFM Investment Group Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Excitange.

1. Statement of significant accounting policies

(a) Basis of Accounting

The financial report has been prepared as a general purpose financial report which complies with the reastrements of the Corporations Act 2001 and Australian Accounting Standards.

The report has also been prepared on the basis of historical cost, except for investment properties and those financial assets and liabilities which have been valued at fair value through the incomestatement, and does not take into account current valuations of noncurrent assets. Cost is based on the fair values of the consideration. given in exchange for assets.

The financial report comprises the accounts of OPM investment Group Limited and the consolidated accounts of the consolidated entity. The following accounting policies have been applied on a consistent basis.

The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars (\$'000) unless otherwise stated under the option available to the Company under ASIC Class Order 98/100. The Company is an entity to which the class order applies.

(b) Statement of Compliance

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

This is the first full year financial report prepared based on AIFRS and, where applicable, comparatives for the year ended 30 June 2005 have been restated accordingly.

The following reconditations between previously reported Australian Generally Accepted Accounting Principles (AGAAP) amounts and the AIFRS amounts are included in note 2 below:

· AIFRS equity as at 30 June 2005 and 1 July 2004;
. AIFRS profit for the full year 30 June 2005;
· Other impacts on balance sheet as at 1 July 2004 and 30 June. 2005.

(b) Statement of Compliance (continued)

Except for the revised AASB 119: Employee Benefits (issued December 2005), Australian Accounting Standards that have recently been issued or amended but are not yet effective have not been adopted for the annual reporting period ending 30 June 2006:

a ya Gir EALLE ROUDERY	Alexandriche	Nature of change to EZA OLAN IRAILATO MOSALI DEL	Ammermooyaanaa KOLAKSIKOS Súineant I	700 Herioth Contains $\frac{1}{2}$
2004.5	AASE 1 First time approach All HS, AASE 101 Presentation of Financial Statements AASB 124 Featrd Party Disclosures	Impact to accounting policy. has not been assessed	O January 18	OT July 06
2005-1	AASB 139: Financial Instruments: Recognition and Measurement	Impact to accounting policy. has not been assessed	01 January 06	01 July 06
2005.5	AASB 1 First threadqutten of Alf FS, AASB 139 Financia Instruments: Recognition and Measurement	Impact to accounting policy. that not been associated	Of January OG	or laketh
2005-6	AASB 3: Business Combinations	Impact to accounting policy. has not been assessed	01 January 06	01 July 06
$\cup$ $\setminus$	Determining whether an Arrangement contains a Lease	Impact to accounting policy has no been gesessed	01 January XI	or July 66
UIG 8	Scope of AASB 2	Impact to accounting policy has not been assessed	01 May 06	O1 July 06
ula a	Research of Entertail Developed	Impact to account incredibly has the beet assessed	01.00006	of Jaly 06
2005-10	AASB 132: Financial Instruments: Disclosure and Presentation, AASB 101: Presentation of Financial Statements, AASB 114: Segment Reporting, AASB 117: Leases, AASB 133: Eamings per Share, AASB 139: Financial Instruments: Recognition and Measurement, AASB 1 First-time adoption of AIFRS, AASB 4: Insurance contracts, and AASB 1038: Life Insurance Contracts, AASB 1023: General Insurance Contracts,	Impact to accounting policy has not been assessed	01 January 07	O1 July 06
New standard	AASB 7. Financial instruments Disclosures	No impact expected. to ne revenued and	01 January GZ	on navers

*Application date is for the annual reporting periods beginning on or after the date shown in the above table

The following amendments are not applicable to the Group and therefore have no impact.

REGISTER COMMUNISMENT COMMUNISMENT

** E (1975 E 21 A LA FE 21 A FE) E (1975 E 21 A LA FE 21 A FE)	Alexandrich Chemical (2015)
2005-2	AASB 1023: General Insurance Contracts
-2019-14	AASB 1-SE Financial Instruments. Recognition and Measurement, AASB 152, Financial Instruments. Disclosure and Presentators AASB 1: First lime adoption of AIFRS, AASB 1023 General Insurance Contracts, AASB 1038. Life Insurance Contracts.
2005-9	AASB 4: Insurance Contracts, AASB 1023: General Insurance Contracts, ASB 139: Financial Instruments: Recognition and Measurement, AASB 132: Financial Instruments: Disclosure and Presentation.
en de la	AASE 1025 Ceneral insurance Contracts, AASE 1038 Life Insurance Contracts.
2005-13	AAS 25: Financial Reporting by Superannuation Plans
2006-01	AASB 121 The Lifers of Change in Foreign Currency Rales UIG 5 Rights to Interests in Decommissioning, Restoration and Environmental Rehabilitation Funds UIG 6 Liabilities Arising from Participating In a Specific Market - Waste Electrical and Electronic Equipment UKS 7 Applying the Restatement Approach under AASB 129 Financial Reporting in Hyperhilationary Economies

in the application date.

1. Statement of stanfficant accounting policies (cont)

(c) Principles of Consolidation

The consolidated financial report is that of the consolidated entity, comprising OFM Investment Group Limited (the parent company). and the entities it controlled at the end of the financial year. Where controlled entities have different accounting policies than the parent company these have been amended to ensure that consistent policies are adopted on consolidation. All inter-entity balances and transactions, including unrealised profits, have been eliminated in full.

The total assets and liabilities and income and expenses of the benefit funds of the Over 50s Mutual Friendly Society Limited ("the Society"), are recognised in the financial statements.

The benefit fund operations of the company comprise the issue and administration of contracts governed under the Life Insurance Act 1995 (Life Act). For the perposes of the financial statements these are classified as either benefit funds with discretionary participation. features (bonus funds) or benefit funds without discretionary. participation features (unit linked funds).

Within the bonus funds, annual bonus rates are declared by the company with guidance of the Appointed Actuary and within the restrictions pursuant to the Life Act; this is considered a discretionary participation feature (DPF) and cause these funds to meet the definition of tite insurance contracts under AASB 1038 Life Insurance Contracts.

The value of policyholder's funds in the unit linked funds is solely. dependent on the market valuation of the underlying assets, therefore, there is no discretionary participation feature and these funds do not meet the definition of life insurance contracts under AASB 1038 Life Insurance Contracts.

The company derives fee income from the administration of the benefit funds. For the purposes of this financial report, holders of both bonus and unit linked funds are referred to as policyholders.

Monies held in the benefit funds are subject to distribution and transfer restrictions pursuant to the Life Act.

Where control of an entity was obtained during the year, its results have been included in the consolidated financial statements from the date on which control commenced. Where control of an entity ceases during the year, its results are included for that part of the year during which control existed.

The consolidated entity comprises the parent company and the following controlled entities:

俗。 Over 50s Mutual Friendly Society Limited (consisting of its management fund and the benefits funds).
(ii) OFM Capital Limited
(iii) Over 50's Insurance Agency Pty Etd.
(iv) Lifetime Planning Pty Ltd*
M OFM Investments Pty Ltd
(vi) OFM Funds Management Ltd
(vii) OFM Direct Property Trust No.2 "Dominion"
(viii) OFM Seniors Equity Release Pty Ltd
(ix) OFM Direct Property Trust No.3 "Chisholm"
(x) OFM National Leisure Trust**
(xi) OFM Bluegums Leisure Trust***
(xii) Senex Warehouse Trust No. 1****

"On 26 September 2005, OFM Investment Group Limited purchased 100% equity in Eiletime Planning. As at 30 June 2006 Eiletime Planning was consolidated as a fully owned subsidiary. The purchase method was used to account for the acquisition and the purchase method of accounting involves. allocating the cost of the business combination to the lair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acoustion.

**Date of constitution 12 December 2005

*** Date of constitution 12 December 2005
**** Date of constitution 29 June 2006

OFM has majority representation on the Board of The Over 50's Guardian Friendly Society Limited ("Guardian"). However, as Guardian is a mutual organisation, OPM has no legal rights to Guardian's net assets and therefore does not control Guardian. It is, therefore, considered inappropriate to include Guardian in the consolidation.

(d) Significant judgements, estimates and assumptions

The carrying amounts of certain assets and liabilities are oftendetermined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are noted. helow:

(i) Significant accounting judgements

Operating lease commitments - Group as Lessor

The entity has entered into commercial property leases on its investment property portfolio. The entity has determined that if retains all the significant risks and rewards of ownership of these properties. and has thus classified the leases as operating leases.

(ii) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

impairment of goodwill

The Group determines whether goodwill with an indefinite useful life is impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units to which the goodwill with an indefinite useful life is allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill are discussed in note 12.

Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using an adjusted form of the Black-Scholes Option. Pricing Model (BSM) that includes a Monte Carlo Simulation analysis, using the assumptions detailed in note 29.

The Group measures the cost of cash-settled share-based payments at fair value at the orant date using the Black-Scholes formula taking into account the terms and conditions upon which the instruments were granted, as discussed in note 29.

(iii) Summary of Significant Actuarial Methods and Assumptions

A Financial Condition Report is being prepared by the Society's Appointed Actuary, Mr Guy Thorbern. This report covers benefit fund liabilities and prodential reserves. The effective date of the report is 30 June 2006.

The amount of the benefit fund liabilities has been determined in accordance with the methods and assumptions disclosed in this Financial Conditions Report.

Policy liabilities for benefit funds, other than the Funeral Benefit Fond, are valued using the accumulation method and are equal to the contributions made by members, net of fees, together with bonus additions to date. The balance of the fund is the unvested policyholder benefit liabilities (or surplus). Each year's bonus declaration results in a movement from unvested policyholder benefit liabilities to the vested policy liability. The bonus rate is subject to the amount vesting being no more than the distributable portion of unvested policyholder benefit liabilities.

For the Funeral Benefit Fund, the policy liability has been taken to be the value of assets of the fund net of other liabilities less the value of the current period bonds. This liability represents the present value of quaranteed benefits (pre-bonus) plus the present value of future bonuses. Following declaration of the bonus, there would then beno surplus under this arrangement. The Society currently expects to deduct 1.5% of the fund's assets from investment earnings for expense allowances. It has been assumed that interest will be earned in future years at rates after tax sufficient at least to meet this level of expense.

The main variables that defermine the bonus rate for a benefit fund are the value of the net assets of each benefit fund at the end of the year, the amounts standing to the credit of each investment account. through the previous year and the investment return (net of fees and taxes where applicable) earned by the fund throughout the year. The excess of the net assets of the benefit fund over the liabilities after meeting the prudential standards is the surplus that is generally able to be distributed to members as a bonus.

There is no provision in the funds' rules for any surplus to be transferred to the Management Fund. The Management Fund receives specified fee transfers from the funds to cover expenses. All remaining assets are to be used to provide benefits to members. Hence there is no profit and consequently, no need for a profit carrier.

Changes in economic conditions and demographics will alter the unafocated surplus. The Capital Requirements are designed to ensure there is sufficient unallocated surplus to cover the effect of these changes.

(e) Cash and cash equivalents

Cash on hand and in banks and short-term deposits is stated at nominal value and have a maturity of 3 months or less.

For the purpose of the Cash Flow Statement, cash and cashequivalents include cash on hand and in banks, deposits held at call, deposits held at call in cash management trusts and investments in money market instruments which are readily convertible to cash on hand, net of bank overdrafts.

(f) Trade and other receivables

Receivables are recognised and carried at original invoice amount less allowance for uncollectible amounts. Receivables are reviewed regularly for objective evidence that collection of the full amount is no longer probable. Bad debts are written-off as incurred. Receivables from related parties are recognised and carried at the nominal amount due.

1. Statement of stanfficant accounting policies (cont)

(g) Financial assets

Financial assets at fair value through the profit and loss

Financial assets classified as held for trading are included in the category 'financial assets at fair value through profit or loss'. Derivatives are also classified as held for trading unless they are designated as effective hedging instruments. Gains or losses on investments held for trading are recognised in profit or loss.

Financial assets held for trading are initially recognised at cost, being the fair value of the consideration given and including acquisition. charges associated with the investment. After initial recognition, investments, which are classified as held for trading, are measured at fair value and any gains or losses are recognised in the incomestatement. Fair value is determined based on the type of investment; quoted securities at bid price, unlisted unit trusts are at redemption price.

Changes in fair value of investments:

Gains or losses on investments held for trading are calculated as the difference between the fair value at sale, or at year end, and the fair value at the previous valuation point. This includes both realised and unrealised gains and losses.

Other financial assets

Other financial assets comprise mortgages and investments in managed funds. Mortgages are held at amortised cost using the effective yield method. A provision for doubtful debts is made at year end for specific amounts when there is objective evidence that collection of the full amount is no longer probable. Bad debts are written-off as incurred. Investment in managed funds are held at fair value with movements in fair value recognised in the incomestatement based on the prevailing unit bid price.

De-recognition of a financial asset

Financial assets are derecognised when the Group no longer controls. the contractual rights that comprise the financial instrument, which is normally the case when the instrument is sold, or all the cash flows attributable to the instrument are passed through to an independent third party. Any gains or losses on de-recognition are taken to the income statement in the period they arise.

(h) Derivative financial instruments

Derivative financial instruments of the benefit funds, consolidated into the financial statements of the Group under AIFRS, are used only for hedging of actual or articipated exposures relating to investments. All financial arrangements are backed up by cash or assets (as appropriate) with a fair value at least equal to the notional value of the asset which underlies the financial instrument. Financial instruments are not used for speculative trading and/or gearing.

Specific derivative financial instruments which may be used, and the conditions for their use, have been approved by the Australian Prudersial Regulation Authority. The principal derivative financial instruments used are interest rate futures and exchange traded options.

The Board of Directors has established strict policy and procedural guidelines for the use of derivative financial instruments. These policies expressly limit the specific instruments which may be used and limit their use to the hedging of actual or anticipated exposures. The use of financial derivative instruments to leverage the investment portfolios is not permitted as the financial instruments must be backed by an underlying asset or by cash.

Exposure to interest rate risk and share market risk is managed within the parameters approved by the Board of Directors. The risk management process is subject to close senior management. scretiny, including regular management reporting.

All derivatives are recognised on the balance sheef. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and subsequently remeasured to their fair value. Movements in the carrying amounts of derivatives are recognised in the income statement.

For the year ended 30 June 2006. The Group has not applied hedge accounting to it's derivative financial instruments.

(i) Property investments

Property investments are held to earn rentals and / or for capital appreciation rather than for use in supply of services or sale in the ordinary course of business.

Investment properties are valued initially at cost including transaction. costs. Subsequent to initial recognition investment properties are stated at fair value, determined by annual independent valuations. Gains or losses arising from changes in the fair value of the investment properties are included in the income statement in the year in which they arise.

Investment properties are derecognised when they have either been disposed of or when the investment property is permanently. withdrawn from use and no future benefit is expected from its disposal. Any gains or losses on the derecognition of an investment property are recognised in the income statement in the year of derecognition.

Accounting Standards do not require investment properties to be depreciated. Accordingly, the buildings and components (including plant and equipment on acquisition) are not depreciated.

(j) Investment in associates using the equity method

The Group's investment in Mortgageport Management Pty Limited. and OFM Direct Property Trust is accounted for under the equity method of accounting in the consolidated financial statements. These are entities in which the Group has significant influence and which is neither a subsidiary nor a joint venture.

The financial statements of the associates are used by the Group to apply the equity method. The reporting dates of the associates and the Group are identical and the associate's accounting policies. conform to those used by the Group for like transactions and events. in similar circumstances. The investment in the associates are carried in the consolidated balance sheet at cost plus post-acquisition. changes in the Group's share of net assets of the associates. After application of the equity method the investment is reviewed to determine whether it is necessary to recognise any additional impairment loss. The consolidated income statement reflects the Group's share of the results of operations of the associates.

Where there has been a change recognised directly in the associate's equity, the Group recognises its share of any changes and discloses this, when applicable in the consolidated statement of changes in easity.

(k) Plant and equipment

All plant and equipment which is measured at cost, is depreciated on a straight line or reducing balance basis, as appropriate, over its estimated useful lives. Estimates of remaining useful lives are madeon a regular basis for all assets. The expected useful lives are asfollows:

Plant and equipment 5-15 years

Profits and losses on disposal of property, plant and equipment are taken into account in determining the profit for the year.

Impairnent

The carrying values of plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. The recoverable amount of plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset, impairment losses are recognised in the income statement.

For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset's value in use can be estimated to be close to its fair value.

An impairment exists when the carrying value of an asset or cashgenerating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable. amount.

For plant and equipment, impairment losses are recognised in the income statement in the other income item. However, because land and buildings are measured at revalued amounts, impairment losses. on fand and buildings are treated as a revaluation decrement.

De-recognition

An item of plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the income statement in the year. the item is derecognised.

(I) Goodwill

Goodwill on acquisition is initially measured at cost being the excess of the costs of the business combination over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised. Goodwill is reviewed for impairment annually or more frequently if everits or changes in circumstances indicate that the carrying value may be impaired.

(m) Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured. The following specific recognition criteria must also hie met:

Management fees:

Management fees are recognised in the month they are eamed.

Interest:

Revenue is recognised as the interest accrues using the effective interest method.

Dividends:

Revenue is recognised when the shareholders' right to receive the payment is established.

Rental income:

Rental income arising on investment properties is accounted for on a straight-line basis over the lease term.

(n) Leases

The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires. an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.

1. Statement of significant accounting policies (cont)

(n) Leases (cont)

(i) Group as a lessee

Operating leases are novated motor vehicle leases that have been provided as part of salary packaging, and lease of office premises.

Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. Lease incentives are recognised in the income statement as an integral part of the total lease expense.

(ii) Group as a lessor

Leases in which the Group retains substantially all the risks and benefits of ownership of the leased asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised asan expense over the lease term on the same basis as rental income.

(o) Trade and other payables

Liabilities for creditors are carried at amortised cost and represents liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid.

(p) Taxes

(i) Income Tax

Income tax in the Income Statement comprises current and deferred tax. Income tax is recognised in the Income Statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current income tax for the period is the expected tax payable on the current period's taxable income based on the current income tax rates enacted at the balance sheet date and any adjustments to the tax payable from prior years.

Deferred income tax is provided using the balance sheet liability method, providing for temporary differences at the balance sheet date between the tax bases of assets and liabilities for taxation. purposes and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction. that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable. profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary. difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses. can be utilised, except:

when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised. to the extent that it is probable that the temporary difference. will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets are reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised. or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

The Benefit Funds are part of the tax consolidated group, they are allocated a share of the income tax liability attributable to the Over 50s Mutual Friendly Society Limited equal to the income tax liability that would have arisen to the Benefit Funds had they been stand-alone.

(ii) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except:

where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or part of the expense item as applicable; and
receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

Cash flows are included in the Cash Flow Statement on a grossbasis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

(q) Interest-bearing liabilities

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised costs using the effective interest method, amortised cost is calculated by taking into account any issue costs.

Gains and losses are recognised in the income statement when the liabilities are derecognised and as well as through the amortisation process.

(r) Provisions

Provisions are recognised when the economic entity has a present legal, equitable or constructive obligation to make a future sacrifice. of economic benefits to other entities as a result of past transactions. or other past events, it is probable that a future sacrifice of economic benefits will be required and a reliable estimate can be made of the amount of the obligation.

A provision for dividends is not recognised as a liability unless the dividends are declared, determined or publicly recommended on or before the reporting date.

(s) Borrowing costs

Borrowing costs are recognised as an expense when incurred.

(t) Earnings per share

Basic EPS is calculated as net profit attributable to members, adjusted to exclude costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted EPS is calculated as net profit attributable to members. adjusted for:

costs of servicing equity (other than dividends);
the after tax effect of dividends and interest associated with distive potential ordinary shares that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(u) Employee benefits

Provision is made for employee benefits accurridated as a result of employees rendering services up to the reporting date. These benefits include wages and salaries, annual leave and long service leave.

(i) Wages, salaries and annual leave

Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be settled within twelve months of the reporting date and recognised in other payables in respect of employees' service up to the reporting date. They are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured at the present value of the estimated future cash outflow to be made in respect of services. provided by employees up to the reporting date. In determining the present value of future cash outflows, the market yield as at the reporting date on national government bonds, which have terms to maturity approximating the terms of the related liability, are used.

Employee benefit expenses and revenues arising in respect of the following categories:

wages and salaries, non-monetary benefits, annual leave, fong service leave and other feave benefits; and
other types of employee benefits

are recognised against profits on a net basis in their respective categories.

Contributions to employee superannuation plans are charged as an expense when the contributions are paid or become payable.

The value of equity based compensation scheme described in Note-16b is not being recognised as an employee benefits expense.

(v) Contributed equity

Issued and paid up capital is recognised at the fair value of the consideration received by the company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

(w) Solvency and Capital Adequacy

Friendly Societies are required to hold prudential reserves over and above their policy liabilities, as a buffer against adverse experience. and poor investment returns. The minimum level of reserves required to be held is taid down by the Life Insurance Act 1995 and accompanying actuarial standards. These standards are Actuarial Standard 2.03 and 3.03. These standards have been met as at 30 June 2006.

Statement of significant accounting policies (cont)

(x) Assets backing policy liabilities

The Group has determined that all assets held by the benefit funds represent the assets backing policy liabilities.

Assets backing policy liabilities are measured at fair value through prefit or loss.

(y) Product classification

The accounting treatment of certain transactions varies depending on the nature of the contract underlying the transaction. The major contract classifications are insurance contracts and investment contracts.

Insurance contracts:

Insurance contracts are those containing significant risk at the inception, or those where at the inception of the contract there is a scenario with commercial substance where the level of insurance risk may be significant. Once a contract has been classified as an insurance contract, it remains an insurance contract for the remainder of its lifetime, even if the insurance risk reduces significantly during the period.

Investment contracts:

Contracts not considered insurance contracts are classified as investment contracts. The accounting treatment of investment contracts depends on whether the investment has a discretionary participation feature (DPP). DPF means a contractual right to receive, as a supplement to quaranteed benefits, additional benefits:

(a) that are likely to be a significant portion of the total contractual benefits:
(b) whose amount or timing is contractually at the discretion of the issuer; and
(c) that are contractually based on:
(i) the performance of a specified pool of contracts or a specified type of contract;
(ii) realised and/or unrealised investment returns on a specified pool of assets held by the issuer; or
(iii) the profit or loss of the company, fund or other entity that issues the contract.

Applications and redemptions on investment contracts with DPF are accounted for through the income statement. The gross change inthe liability to these policyholders for the period, which includes any participating benefits vested in policyholders and any undistributed surplus attributed to policyholders, is recognised in the incomestatement.

Applications and redemptions on investment contracts without DPF are accounted for through the balance sheet as a movement in policyholder liabilities. Distributions on these contracts are charged to the income statement as a movement in the policyholder liability. Premiums relating to the investment component are accounted for as a deposit through the balance sheet.

(z) Policyholders' funds

Assets held by the benefit funds are included in total assets in the Balance Sheet of the group in accordance with AIFRS. A corresponding liability labelled "policyholders' fands" is shown in total liabilities in the Balance Sheet. Note 17 shows the movement in bonus funds (with DPF) and unit linked funds (without DPF).

The liability to bonus fund policyholders is closely linked to the performance and value of the assets (after tax) that back those liabilities. The fair value of such liabilities is therefore the same as the fair value of those assets after tax, on the basis charged to policyholders. In accordance with the rules of the funds, any remaining scrplus is attributed to the policyholders of the fund. In accordance with AASB 1038 Life Insurance Contracts applications to these fund are recorded as income, redemptions from these funds and amounts distributable to policyholders are recorded as an expense.

The policyholder funds liabilities for onit linked funds are equal to the number of units held, multiplied by the unit redemption price based on market value of the fund's investments as at the valuation date. Applications to these fund are not recorded as income, redemptions from these funds are not recorded separately as expenses, but amounts distributable to policyholders are recorded as an expense. No guarantees are provided by the Society in respect of the unit linked funds.

Claims incurred in respect of the benefit funds represent investment withdrawals (redemptions) and are recognised as a reduction in policyholder liabilities. Redemptions in respect of bonus funds are also disclosed as an expense as set out above.

Amounts received in respect of the benefit funds represent investment deposits (applications) and are recognised as an increase in policyholder fiabilities. Applications in respect of bonus funds are also disclosed as revenue as set out above.

Benefit fund expenses which are directly attributable to an individual policy or product are allocated directly to the benefit fund within which that class of business is conducted. The apportionment basis has been made in line with the principles set out in the Life Insurance. Actuarial Standards Board (LIASB) Valuation Standard (Actuarial Standard AS1.04) and the apportionment is in accordance with Division 2 of Part 6 of the Life Act.

(aa) Unit prices

Unit prices are determined in accordance with the fund's rules and are calculated as the net assets attributable to unit holders of the fund, divided by the number of units on issue.

2. Impact on adoption of AIFRS

This note explains the principal adjustments made by the Group in restating its AGAAP balance sheet as at 1 July 2004 and its previously published AGAAP financial statements for the year ended 30 June 2005.

Accordingly, the Group has prepared financial statements that comply with AIFRS applicable for periods beginning on or after 1 January 2005. and the significant accounting policies meeting those requirements are described in note 1. In preparing these financial statements, the Group has started from an opening balance sheet as at 1 July 2004, the Group's date of transition to AIFRS, and made those changes in accounting policies and other restatements required by AASB 1 First-time adoption of AIFRS.

AASB 1 Transitional exemptions

The Entity has made its elections in relation to the transitional exemptions allowed by AASB 1 as follows:

Business Combinations

AASB 3 "Business Combinations" was not applied retrospectively to past business combinations.

Financial instruments

The company has not elected to apply the exemption available under AASB 1 and has applied AASB 132 "Financial Instruments: Disclosure and Presentation", AASB 139 "Financial Instruments: Recognition and Measurement" and AASB 1038 "Life Insurance Contracts" to these financial statements.

Policyholder funds

Under AIFRS, AASB 132 'Financial Instruments: Disclosure and Presentation' due to policyholders having the right to redeem their investments, all policyhoider funds will be recognised as liabilities of the fund, rather than as equity. The classification of net assets attributable to policyholders does not alter the underlying economic interest of the policyholders in the net assets and net income attributable to policyholders of the fund. As distributions paid make up a proportion of policyholder funds, they will be classified as an expense in the Incorne Statement.

The impacts of adopting AIFRS on the total equity and profit after tax as reported previously at 30 June 2005 are illustrated below

(i) Reconciliation of total equity as presented under previous AGAAP to that under AIFRS

		Consolidated	Parent
	Note		wolf
Total equity under AGAAP
Adjustments to equity:
Reversal of the general provision for doubtful debts
Total equity under AIFRS		87290

2. Impact on adoption of AIFRS (cont)

(ii) Reconciliation of profit after tax under previous AGAAP to that under AIFRS

		うみだいがくしゅみちょうしんいちのしろうしょうしゃ	CONTRACTOR
	Note	Kithinalism	60 Jun 05
Profit after tax as previously reported under AGAAP		7,222	11.245
Consolidation of the net profit of the benefit funds of the Society		Standard
Increase in policyholder liability.
Net reversal of the general provision for doubtful debts
Profit after tax under AIFRS		7.162	11.245

(iii) Other impact on balance sheet of transition to AIFRS

		Consolidated		Parent
	Note	EXCHERED AND Skolulo)	TANGERAL DE	BORTH OF $=$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$	ATINGSTRAKUP
Adjustments to assets and liabilities: Consolidation of:
Benefit Pends - assets		854575 884115
Benefit Funds - liabilities		$(954.575)$ $(884.115)$
Impact on net assets under AIFRS

(1) Under AIFRS we are required to aggregate all the assets and liabilities and income and expenses of the benefit funds of the Society. As the net profit of the benefit funds make up a portion of policyholders liabilities, they will be classified as an expense in the Income Statement, applications to the bonus funds will be classified as revenue and redemptions from the bonus funds will be classified as an expense.

(2) AIFRS specifically precludes the use of a general provision for doubtful debts. As a consequence the amount of the general provision was reversed against retained earnings.

(iv) Explanation of material adjustments to the Cash Flow Statements

The income, expenses, assets and liabilities of the benefit funds ender AIFRS are included in the Group's income statement and balance sheet. As a result, the benefit funds' cash flows are also included in the Group cash flow statements. This has resulted in a net increase in cash and cash equivalents compared to that previously reported.

Cash and cash equivalents as previously reported under AGAAP
--------------------------------------------------------------	--

Consolidation of:

Benefit Funds

Impact on cash and cash equivalents under AIFRS

Consolidated		Parent
	30 00 05 6 00 04 30 05 05 07 09 04

		2000 A


	PEASOR an an an an Alban

Concolidatod

Deresnt

3. Revenue, income and expense items

	Consolidated		Parent
	Asielen Sico	ZCH 12° 61'01'0) ¥	2797676 EXPLOY	2003 8400
(i) Revenue
Interest and dividends received:
- Parent and subsidiaries	6.967	4.587	14.309	16,893
- Benefit funds	61446	$62.962$
Management fees from:
- Related entity	2.046	1/10
- Benefit funds	1.418	13.A68
Rental income	$\Lambda$ ( $\Omega$ )	7090	14,369
Total Revenue (ii) Other income	89,605	89,776		15,893
Gain on disposal of investment property	3706
Unrealised Profit/(loss) on financial assets - benefit funds	(942)	(4.4)
Unrealised Profit/(loss) on revaluation of investment property	$2.30\%$
Profit/(loss) on sale of unit trusts - benefit funds	5,578	3471
Fees on issue of units in property trust		1.292
Applications - benefit funds with discretionary participation	14,094	17020
Other income	4. NH	1,580	70.	120
Total other income	29,737	21,878	70	120.
Total income	119,342	111,654	14,439	16.013
(iii) Share of profit in associate
Share of profit in associate	498.
(iv) Finance costs:
Interest:
- Bill facilities	$-0.01$	$2.00\%$	272
- Other interest	-139.
	$27\%$	2.00	202
Other
- Other finance costs	3.366	SAT.	463	221
Total finance costs	6,139	5,524	735	321

Consolidated

Parent

3. Revenue, income and expense items (cont)

	2003 CALLER	2005 84	eemme Siee	200 1888
(v) Expenses (excluding finance costs):
Employee benefits expense:
Wages and salaries	6.636	4.004	1.823	1.14
Executive bonus	124	300	- 24	- 400
Executive share based incentives	23		23
Superannuation	298	173	152	114
Increase/(decrease) in annual leave provision	43	W	1241	36
Provision - long service leave	12	27	32	17
Other associated personnel expenses	736	623	238.	196
Total employee benefits expense	7,204	5,184	2.748	2.009
Marketing and advertising	$\sim 400$	1.165	279	16.4
Information systems expenses	25.5	$\mathbb{C}^{2}$	44	Ь
Corporate expenses	S560	3.60	1690	1665
Real estate expenses	1267	1,989	09	ТX.
Minimum lease payments - operating leases	407	396	979	360
Depreciation and amortisation	$\mathcal{M}$	ana.	116.	dia
Administration and funds management expenses	4.467	5.008
Office administration expenses	488	327	397	$\mathcal{U}_1$
Redemptions expense bonus funds (with DPF)	7425	12,823
Net movement in bonus funds (with DPF)	(25/27)	(32.9.4)
Net movement in unit-linked funds (no DPP)	14,095	12.226
Other expenses	901	609	$29 -$	225
	87784	80.592	5.570	4,602

4. Income tax

Major components of income tax expense for the years ended 30 June 2006 and 2005 are:

Consolidated		Parent
24186 SING	Zona ENDER	6207673 SAB ëi	2197 Sheed

18200	16.261	masy	235
$26.5^{\circ}$	679	$\binom{K}{2}$	-4

Ŷ,	41240	TS)	(394)
18,612	17,333	(284)	(155)


20017	24.496	23134	11(190)
15 O 13	18.312
10.AM	8.183	8134	11000
9.ZA	2.456	2,440	627

(2,42)	15.JAN
		27	43 ASO)
2.502	2.484	H.
256	2	(6)	Ø
1006	16,912
18.612	17,333	(284)	(155)
14	4.203	(1.005)	107
		(4.690)	(5,9.13)
		4.690

"As a result of tax consolidation, OFM recognises current tax related receivables and corresponding payables from its subsidiaries and the benefit funds. The
amount is the net of tax provisions, deferred tax assets and def

4. Income tax (cont)

		Consolidated		Parent
(iii) Deferred tax assets and liabilities	ent Sielejon	meter 9800	exite Qolojoj	Pierre Stefelen
Deferred tax assets and liabilities at 30 June 2006 are attributable to the following:
(Deferred income tax liabilities)
Deferred gains on other financial assets	2263.	2.041
Investment properties"	$A^{(n)}$
Provisions and prepayments		59 104
Post employment benefits		$\mathbb{G}$ 114		Í.
Software deductions		30
Other		J.		S.
Total deferred tax liabilities	2,818	2.262		12
Deferred income tax assets
Deferred gains on other financial assets	384	1078		210
Post employment benefits	$A_{\rm eff}$	.34	- 337	34.
Future deductions under section 40-880.		- 30 $\Omega$	120	Ą.
Provisions and prepayments	1063	122	26.
Software deductions		21	24
Other		22
Total deferred tax assets	1.878	1.270	496	289

	Consolidated	Parent
(iv) Reconciliation of movement	2863 88000	2003 380.0
Deferred income tax assets
Carrying amount at beginning of period	1270	289
Reversal of prior year temporary differences	11.124	126111
Origination and amounts arising during the year	1750	2,315
Carrying amount at end of period	1.878	496
Deferred income tax liabilities
Carrying amount at beginning of period	2202	12.
Reversal and adjustments of prior year temporary differences	1908)	1121
Origination and amounts arising during the year	1464
Carrying amount at end of period	2.818

*The deferred income tax liability in relation to investment properties represents the temporary difference arising from depreciation claimed for income tax purposes, but not charged for accounting purposes, on the investment properties.

(v) Tax consolidation

Effective 1 July 2003, for the purposes of income taxation, OFM and its 100% owned subsidiaries formed a tax consolidation group. Members of the group have entered into a tax sharing arrangement in order to allocate income tax expense to the wholly-owned subsidiaries on a prorata basis. In addition, the agreement provides for the afocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. As at balance date, the possibility of default is remote. The head entity of the tax consolidated group is OFM Investment Group Limited.

(vi) Tax effect accounting by members of the tax consolidated group

OFM trivestment Group Limited and its wholly owned subsidiaries have implemented the tax consolidation legislation as of 1 July 2003. The entities have also entered into a tax sharing and funding agreement. Under the terms of this agreement, the wholly owned entities reimburse OFM Investment Group Limited for their share of the income tax expense arising in respect of their activities. This is recognised as a current tax related receivable / payable by OFM investment Group Limited and is reimbursed by the wholly owned entities each quarter. In the opinion of the directors, the tax sharing agreement is also a valid agreement under the tax consolidation legislation and limits the joint and several liability of the wholly owned entities in the case of a default by OFM Investment Group Limited.

Taxable income for the tax consolidated group includes the profit generated by Over 50s Mutual Friendly Society benefit funds, which is distributable to policyholders of the benefit funds. The profit of these funds form part of the consolidated profit for the calculation of the tax expense.

5. Eamings per share

The following reflects the income and share data used in the calculations of basic and diluted earnings per share:

	Consolidated
	Misisio'
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Net profit	7.305 7,162
	2062 2010. THURSEA RUIDER
Basic Weighted average number of ordinary shares used in the calculation of basic earnings per share	$20002 - 13020$
Diluted

Weighted average number of ordinary shares used in the calculation of diluted eamings per share

Executive options issued, described in note 29(b) have been included in the earnings per share calculated above, for options which vested prior to R. Curtis leaving the company.

As part of the settlement for Century Funds Management on 10 July 2006, OFM intends to arrange for the transfer of the shares which remain unclaimed from OFM Unverified Members Trust to the vendors of Century Funds Management as part consideration. In addition OFM has issued 4.903.722 new shares.

On 15 August 2006 OFM issued 28,400 fully paid ordinary shares pursuant to its 2006 short term incentive employee share plan.

Apart from the above, there have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of these financial statements.

$62194.376 = 11.431.924$

6. Trade and other receivables

		Consolidated	'arent
	Note	Qnic ាទនោះ	ZHA CH A PARTIES
Amount owing by - related entities			1142 01508 39.16
Sundry debtors	{ij}	28,975 6,957 - 1990
		. -------------------------------------- 8.099 29.428	61.560 39,261 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

(i) Terms and conditions of amounts owing by controlled entities are set out in Note 22. No interest is charged on management fees receivable from the benefit funds.

(ii) Sundry Debtors are usually receivable within 60 days.

7. Financial assets

(i) Assets at fair value through profit and loss: Consolidated Parent ZO C ---------------------------------------Asisto) 2005 SKORO 88:31 $SU(3,3)$ Stefelej 234,063 $24.3\%$ Floating rate notes Standard discounted securities 6884 20.036 Shares - iisted 26. Ż, 25 26 Unit trusts 349.209 $36.340$ 30 590,182 633.279 55. 25.

Terms and conditions

All investments are initially recognized at fair value, being the fair value of the consideration paid excluding transaction costs. After initial recognition, the financial assets held for trading are revalued to fair value af each reporting date.

For investments where there is no quoted market price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the investment. The fair value of units in managed investment funds is determined by reference to published bid prices at the close of business on the balance sheet date being the redemption price as established by the underlying fund's responsible entity.

The fair value of financial instruments is based on their quoted market prices at the balance sheet date without any deduction for estimated future selling costs. Financial assets are priced at current bid prices, while financial liabilities are priced at current asking prices.

In the absence of quoted market prices, the fair value of financial instruments is estimated using valuation techniques, including use of recent arm's length market transactions, reference to the current fair value of another instrument that is substantially the same, discounted cash flow techniques, option pricing models or an other valuation technique that provides a reliable estimate of prices obtained in actual market transactions.

		Consolidated		Parent
(ii) Other financial assets:	Note	2003 38488	en ko 8899	2000 SIDO	820 Stefefen
Current
Mortgage loans	${i}$	146,010	140733
Provision for doubtful debts		1909)	445C)
Investment in managed funds.			20.232		20.200
Derivatives		1781
Total current investments		144.023	160.313		20 233
Non-Current
Mortgage loans	${i}$	MARIA	48764
Investment in Over 50s benefit funds					- 20
Investments in controlled entities		78.		9785	8.448
Total non-current investments		91134	46,784	9.785	8478
(i) Mortgage loans are held at amortised cost using the effective yield method.

8. Other current assets

Investment in associates using the equity method

Mortgageport
OFM Direct Property Trust
	$-23,423$ $-15,332$

The Group has a 50% investment in Mortgageport Management Pty Limited, a wholesale residential mortgage origination and management company incorporated in Australia.

Although the Group holds a 50% investment in Mortgageport, it doesn't control the voting rights and it is therefore considered inappropriate to include Mortgageport as part of the consolidated group.

Two of the benefit funds hold a 45.5% investment in the OFM Direct Property Trust, an Australian property investment trust.

$48t$ $1192$ $\omega$

9. Investment in associates using the equity method (cont)

	Consolidated
Share of associate's balance sheet:	$(16)$ $(6)$ 8888	2010. SKO1911
Current assets	ी किंग	1076
Non-current assets	(36,205)	33.997
Current liabilities	11096)	CONTRACT
Non-current liabilities	119.049	(18,86,2)
Net assets	17.048	15.302
Share of associate's revenue and profit:
Revenue	7406	$\sim$ $\alpha$
Profit before income tax	676
Income tax	178
Profit after income tax	498

There were no impairment losses relating to the investment in the associates and no capital commitments or other commitments relating to the associates.

10. Property investments

	Consolidated		Parent
Current	2003 Stoo	8481 Siejejem	-2008 S'OOO	zona $\Im(\psi(t))$
Property investments held for sale (at fair value):
Opening balance	49.982
Purchases	$\ell(\mathcal{U})$	Annoya
Disposals	(SOOS)
Revaluation	$3.2\ell$
Transfer from Non-Current		49,963
Closing balance	24.000	49,983
Non-Current
Property investments held at fair value:
Opening balance	14.403	OG
Purchases	37467	10.201	2,410
Revaluation	22.	(910)
Transfer to Current		(42.983)
Closing balance	31.952	14,403	2.410

Purchases and disposals

Current year purchases of property investments relate to the deposition an office building located at 45 Grenfell St, Adelaide, the purchase of three golf lodges at the Moonah Links Golf Resort at Rye in Victoria and a deposit on the Sands Hotel at Torquay in Victoria.

Current year disposals relate to the sale of the property investment of the OFM Direct Property Trust No 2 "Dominion" located at 533 Little Lonsdale Street and the office premises and convenience store located at 333 Exhibition St.

Each property is pledged as security for the loans described in Note 14.

Revaluations

During the year independent valuations were obtained to determine fair value of the property investments. The valuation approaches utilised were capitalisation of net income, discounted cash flow analysis (10 years) and direct comparison.

Fair value represents the amount at which the assets could be exchanged between a knowledgeable willing buyer and knowledgeable willing selfer in an arm's length transaction at the date of valuation, in accordance with Australian Valuation Standards.

The Group engages Knight Frank, an accredited valuer, to fair value its property investments, except Chisholm in the ACT. This property was valued by an OFM executive Anthony Ongarello, who is also an accredited valuer. Any movement in the fair value of the properties is charged directly to the profit and loss.

The effective date of the revaluation was 30 June 2006.

11. Plant & equipment

		Consolidated		Parent
	Note	2010.CL 20010101	201015 3603611	201018	$200 -$ SK014101
Plant & equipment at cost		1677	138	-390	262
Deduct: accumulated depreciation		11 1901 1	17011	424O)	(124)
Carrying amount at end of period.		487.	676	160.	223.
Carrying amount at beginning		Personal manasan	SASSING	-228.	-344
Additions		kaz y manaman	ESPERINTENTIAN	MOD
Disposals					131
Depreciation expense - (straight-line method)
Carrying amount at end of period					228

12. Goodwill

Gross amount at beginning
Goodwill acquired
Impairment losses
Carrying amount at end of the period	$-4.082$

Goodwill is subject to annual impairment testing. No impairment loss was charged for the 2006 financial year.

Goodwill acquired through business combination has been allocated to individual cash generating units, which are reportable segments, for impairment testing as follows:

(i) Financial planning (ii) Mortgages

12. Goodwill (cont)

Financial planning

The recoverable amount of the financial planning unit has been determined based on a value in use calculation using Funds Under Advice (FUA) projections and profit and loss projections covering a five year period.

Mortgages

The recoverable amount of the mortgage unit has been determined based on a value in use calculation using loan book projections and profit and loss projections covering a five-year period.

The following describes the key assumptions made in the assessment of impairment of goodwill.

Financial planning

Revenue balance:	Revenues are assumed to increase at a rate of 10% per annum-
Expenses arowth targets:	- Expenses are assumed to increase at a rate of 5% per annum-
Discount Rate: I	A discount rate of 15,25% is applied to cashfow projections
Terminal growth rate:	A growth rate of 2% has been applied to the calculation of the terminal value of the asset

Mortgages

Loan book growth target:	The loan book is assumed to grow at 5% per annum-
Revenue balance:	Revenues are assumed to increase at a rate of 10% per annum-
Expenses balance:	Expenses are assumed to increase at a rate of 10% per annum-
Discount Rate:	A discount rate of 15% is applied to cashflow projections to 2007, incrementing to 16% over the 5 years
Terminal crowth rate:	A growth rate of 2% has been applied to the calculation of the terminal value of the asset

13. Trade and other payables

		Consolidated		Parent
	Note	2013	20000 5841414	7437	41970
Amount owing to related entities
GST payable
Sundry creditors	U.
Provision for employee benefits	16		SAMINING SAMULA SAMULAN SAMULAN SAMULAN SAMULAN SAMULAN SAMULAN SAMULAN SAMULAN SAMULAN SAMULAN SAMULAN SAMUL
					.898

(i) GST is payable monthly.

(ii) Sundry creditors are non-interest bearing and payable on commercial terms 7 to 60 days.

14. Interest-bearing liabilities

		Consolidated		Parent
	Note	24181 88818101	Misto	pin film	020 cu
Current
CBA working capital facility	(1)	12.200		$\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$
Bill facilities - secured	$(ii)$ & $(v)$	$21870 - 36000$
		34,070	35,000	12.200
Non-Current
Bill facilities and notes - secured	(间, (iv) & (vi)
		83.818	43.085	12.200

Terms and conditions relating to the working capital facility and bill facilities above are:

The CBA working capital facility of \$20 million, for which \$12.2 million has been drawn down, is reviewed annually and subject to (i) repayment within 30 days of demand by the bank. Tranches of funds drawn are to be repaid within 180 days of drawdown. If is secured by a guarantee by the subsidiaries being OFM Capital Limited; OFM Seniors Equity Release Pty Ltd; Over 50's Mutual Friendly Society Limited (consisting of its management fund only); OFM Funds Management Limited; OFM Investments Pty Etd; Over 50s Insurance Agency Pty Ltd and Lifetime Planning Pty Ltd.
(ii) \$14.0 million bank bill maturing June 2007 with a variable rate (presently 6.03%) payable monthly in advance. This is a non-recourse loan secured over property situated at 333 Exhibition Street Melbourne. The fair value of the property investment at 30 June 2006 is \$24 million.
(iii) \$4.1 million bank bill with a variable rate (presently 5.96%) payable quarterly in advance. This is a non-recourse loan secured over property situated at Chisholm Shopping Centre, Halley Street Chisholm, ACT. The fair value of the property investment at 30 June 2006. is \$14.5 million.
(iv) \$4.0 million bank bill maturing February 2010 with a fixed rate of 5.96% payable quarterly in advance. This is a non-recourse loan secured over property situated at Chisholm Shopping Centre, Halley Street Chisholm, ACT. The fair value of the property investment at 30 June 2006 is \$14.5 million.
(v) \$7.9 million bank bill maturing March 2007 with a fixed rate of 5.78% payable half yearly. This is a non-recourse loan secured over property situated at Moonah Links, Fingal, Vic. The fair value of the property investment at 30 June 2006 is \$15.0 million.
(vi) \$41.7 million non-recourse notes issued to ANZ secured over the mortgages held in the Senex Warehouse Trust No. 1. The notes are repayable at the earlier of 5 years or repayment of underlying mortgage loans in the trust.

18. Provisions

		Consolidated		Parent
	Note	4610189	2803 2014
Current
Provision for Directors' retirement fund		1993 March 2011	- 99	287
Provision for employee bonus.	(前)		Yezhoù Allengen -609
		999	587 999	587
Non-current
Provision for long service leave	{ }		াদ্য	to et o et ou en el en el en el en el en el en el en el en el en el en el en el en el en el en el en el en el

Ï.

۳ ¥ 12

83 í sa ST 212

(i) Provision for Directors' retirement fund

The nature of the provision is to recompense the directors for their time and effort spent over the years serving as non executive directors. The timing of any outflows is determined by when a director resigns.

(ii) Provision for employee bonds

This provision provides for employee bonuses that are paid within 3 months of the end of the financial year.

(iii) Provision for long service leave

	Consolidated 2006 \$000
Movement in provision during the year:	ETTERTERIDINGST Diversity 2311231131611131616	E ACONTECIMINA PRO wy reviewed	00 and 00 million and 00 million and 00 million Manthessin
At 1 July 2005	AND SOF THE UP
Increase in provisions during the year
Decrease in provisions during the year
At 30 June 2006

	Parent 2006 \$000
Movement in provision during the year:	Ellevisiein (e) Illianians rafikamartuterra	CHOVERON (0) CHEFLAND	Erovision form Henriksemvise
At 1 July 2005
Increase in provisions during the year
Decrease in provisions during the year
At 30 June 2006

16. Employee benefits

(a) Aggregate employee benefits, including on-costs

		Consolidated		Parent
	Note	24. 889918	741. 44,918	44914120	後編 11810
Current
Provision for employee benefits	13			$33.5$ 287 76 76 98
Provision for employee bonus.	15			$0.01$ $0.01$ $0.01$ $0.01$ $0.00$
Non-current
Provision for long service leave	15	1820 - 1930 - 1940 - 1940 - 1940 - 1940 - 1940 - 1940 - 1940 - 1940 - 1940 - 1940 - 1940 - 1940 - 1940 - 1940	184.98
		1.107	742	676	388

The present values of employee benefits not expected to be settled within twelve months of balance date have been calculated using the following assumptions:

60%

40.

30%

$\overline{\mathbb{R}}$

3.0%

Assumed rate of increase in wage and salary rates

Settlement term (years)

(b) Employee long term incentives

OFM shareholders approved a Performance Rights Plan at the 2003 AGM to which the long-term incentives relate. Under this plan, the Board have been given absolute discretion in granting to employees rights to receive, in the future, a specified number of ordinary shares. The number of shares to be delivered pursuant to the rights is subject to satisfying performance hurdles and time-related vesting conditions. In summary, if OFM achieves a growth in earnings per share of 13% per annum and a Total Shareholder Return (TSR) which matches that of a basket of similar companies, the performance rights will convert into shares at the target date in the future.

Full detail of the number of shares issued, the vesting dates and the performance hurdles are detailed below:

	COMA 200
Second	29 May 2006	30 June 2008	100 212	100.212
		$29\,\mathrm{May}\,2000\qquad30\,\mathrm{km}\,200\qquad103\,554$

The following table illustrates the number of performance rights issued during the year.

Outstanding at the beginning of the year
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding at the end of the year ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	620.033 t la partia partia de partia de la partia de partia de partia de la partia de partia de partia de la partia de

For assumptions used in valuing these rights refer to note 29.

Policyholders funds

	CONSOLIDATED
Bonus Rated Benefit Funds (with DPF)	2600 860	2885 Steielen
Opening balance	7.37034	778682
Applications received	14094	1/120
Redemptions paid		(62, 523)
Current period income	24. Th	21.005
Net other movement	COM	2.900
Closing Balance	704,477	736,834
Unitised Benefit Funds (no DPF)
Opening balance	117, 141	100,764
Applications received	18,745	14092
Redemptions paid	(13, 26.4)	$f(x) = 12$
Current period income	11,966	$10,667$
Net other movement	(340)	$-340$
Closing Balance	134,448	117,741
Total Policyholders funds	838,925	854,575

gir

K)Z

鳳柳

eą

l7d

۳ ad
Saint

Under AIFRS the income, expenses, assets and liabilities of the benefit funds are included in the Group's income statement and balance sheet and statement of cashflows. As a result, the benefit funds' assets and liabilities are included in the Group's statements. This has resulted in an increase in reported assets and liabilities compared to that previously reported under AGAAP. The shareholders of the Group have no rights over the assets and liabilities held in the benefit funds. The composition of the assets and liabilities balance is as follows;

	CONSOLIDATED
	2800
Assets
Attributable to shareholders	-81123	135.915
Attributable to benefit fund policyholders	642, 84	661947
Total Assets	1,023,507	995,902
Liabilities
Attributable to shareholders	-90434	46,590
Attributable to benefit fund policyholders	842,384	-661.047
Total Liabilities	932,965	908.337

A detailed benefit funds segment note can be found in the financial statements of Over 50s Mutual Friendly Society Limited.

Guarantees to benefit fund policyholders

Two of the benefit funds, the OFM Capital Guaranteed Bond Fund and the OFM Income Accumulation Fund provide quarantees to policy fund holders as follows: "If, when OFM in right of the Bonds is required under the Bond rules to pay Policy Benefits to a Policy Owner as a consequence of the termination of the Bond or the Maturity or Surrender of a Policy, and OFM determines that the sums to be paid to the Policy Owner from the Bonds shall be less than the amounts standing to the credit of the relevant Accumulation Account Balance, (or in the case of a partial surrender, the relevant proportion of the Accumulation Account Balance), OFM guarantees to take all action within its control, including making payment from its Management Fund to the Policy Owner to ensure that the total sums received by the Policy Owner as a consequence of the termination, Maturity or Surrender equal the relevant Accumulation Account Balance, (or) in the case of a partial surrender, the relevant proportion thereof." There are \$671 million (2005: \$708 million) of policyholders funds relating to these guarantees.

18. Issued capital and retained earnings

	Consolidated	Parent

(a) Issued and paid up capital
Ordinary shares fully paid
Capitalised share issue costs		12 M
Issued and paid up capital	73121	71490. 79.121

	Parent

	13. W.W $1.589990000000000000000000000000000000000$
(b) Movement in shares on issue
On issue at beginning of financial year	140 50,928,2728
Issued during the year:
Dividend Reinvestment Scheme	RACAL BEAT 2751 B247
On issue at end of financial year	73,121 51,679,896 52,447.12 490

	്ക്കുറി	arem
Note		,,,,,,,,,,,,,,,,,,,,,,
(c) Other Equity Items		KONFERENTIAREN ERA ERA ERA ERA ERA ERA ERA ERA ERA ERA
* Term Incentive Plan reserve	.	23

(d) Movement in retained earnings
Retained profits at beginning of financial year			$11.308$ $11/20$
AIFRS Adjustment
Other			(270)
Dividends paid during the year	19	3.		$(5.622)$ $(5.701)$
Net profit attributable to members of OFM investment Group		THE REAL PROPERTY OF A PROPERTY OF A PROPERTY OF A PROPERTY OF A PROPERTY OF A P	1992 - Johann Stefan (	e grada a seria da seria da seria da seria da seria da seria da seria da seria da seria da seria da seria da	-11245
Retained earnings at the end of the financial year		17.398	15,800	17432	14.721

(e) Terms and conditions of issued capital

Unless otherwise stated, ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to participate in the proceeds from the safe of all surplus assets in proportion to the number and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

19. Dividends paid and proposed


	8.0165	241
Dividends paid during the year:
(i) Current year interim Fully Franked (5 cents per share) (2005: 5c 20% Franked)		(2,567)
(ii) Previous year final Fully Pranked (6 cents per share) (2005: 6c Fully Franked)
	(5.622)

Franking credit balance

The amount of franking credits available for the subsequent financial year are:

franking account balance as at the end of the financial year at 30% (2005:30%).
decrease in franking credits that will result from the payment of income tax payable as at the end of the financial year

11.11 STAR	. 30000000000000000000000000000000000000
201003 je po predstavanje po predstavanje i po predstavanje i po predstavanje i po predstavanje i po obiskom koji se 583	::: 988 an an

Retained profits and reserves of the Parent Entity that could be distributed as dividends and franked out of existing franking credits or out of franking credits arising from income tax payable amount to \$6,248,849.

20. Contingent liabilities and commitments

Operating lease commitments

Operating lease commitments - Group as lessee

The Group has entered into 2 commercial leases for its office premises. The leases have an average life of between 9 months and 3 years with renewal options included in the contracts. There are no restrictions placed upon the lessee by entering into these leases. Operating lease commitments also consist of novated motor vehicle leases. All novated motor vehicle leases are provided as part of salary packaging. Future minimum rentals payable under operating leases as at 30 June 2006 are as follows:

	Consolidated	`arem

Operating lease commitments
Not later than 1 year.
Later than 1 year but not later than 5 years.
	*******	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

Operating lease commitments - Group as lessor

The Group has entered into commercial property leases on its investment property portfolio. These leases have remaining terms of between 1 and 4 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. Future minimum rentals receivable under non-cancellable operating leases as at 30 June are as follows:

Not later than 1 year

Later than 1 year but not later than 5 years.

QQQQ Excel of Gillin		53.8
230

21. Remuneration of auditors

The auditor of OFM Investment Group Limited is Ernst & Young (Australia).

Amounts received or due and receivable by Emst & Young
(Australia), for the audit and review of the financial reports of the parent entity and any entity in the consolidated group.

Amounts received or due and receivable by Ernst & Young-(Australia), for other services in relation to all entities in the
consolidated group for:

Taxation services
Other assurance services

Consolidated		Parent
Zens e jungu juga S	2016. ß.	2006 - 2007 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008 - 2008	281. AT 1999
240 000	120.000	46.000	-0.00
-31.990	94.847	31.900	38,248
1271	6.890.	7.277	6.820
39.177	101.707	39.177	42,368

22. Related party disclosures

(i) Investment in controlled entities

The consolidated financial statements include the financial statements of OFM Investment Group Limited and the subsidiaries listed in the following table:

		Cost of Investments Place of			Consolidated Beneficial Interest
Name	incorporation/ Registration	Loforum	2005	24.81	28,8,5

OFM Investment Group Limited
Over 50s Mutual Friendly Society Limited	Vic.	500000	6,000,00	100%	100%
OFM Capital Limited	Vic.	2,316,864	2.346.864	100%	100%
OPM Seniors Equity Release Pty Ltd	Vic.	2,	2	100%	100%
Over 50's Insurance Agency Pty Ltd	Vic.	1130739	1139,799	100%	100%
OFM Investments Pty Ltd	Vic.	12	12	100%	100%
OFM Direct Property Trust No. 2 "Dominion"	Vic.		4	100%	100%
OFM Funds Mariagement Ltd	Vic.	12	12	10. W	100%
OFM Direct Property Trust No. 3 "Chisholm"	Vic.		1	100%	100%
OFM National Leisure Trust	Vic.			100%	0%
OFM Bluegums Leisure Trust	Vic.			100%	02.
Lifetime Planning Pty Ltd*	Vic.	1,25,4,36,6		100%	020
Senex Warehouse Trust No. 1**	Vic.	200		100%	1.1%
		9,707.188	8,447,631
Over 50s Mutual Friendly Society Limited
OFM Direct Property Trust No. 2 "Dominion"	Vic.	2	Ż	100%	100%
OFM Direct Property Trust No. 3 "Chisholm"	Vic.	2.	2	100%	100%
		4	4

*During September 2005 the Company purchased 100% of Lifetime Planning Pty Ltd.

**The Trust was settled on 30 June 2006.

ð 19 $\frac{\partial \mathbb{B}_1}{\partial \mathbb{B}^2}$ ÷ m

22. Related party disclosures (cont)

(ii) Directors

The Directors named in the Directors' report each held office as a Director of the Company for the whole of the year ended 30 June 2006, except C.R. Martin who was appointed on 28 June 2006.

Remuneration received or receivable by the Directors of the parent entity is disclosed in Note 29 to the financial report.

(iii) Other transactions with Key Management Personnel (Directors and Executives of entities in the economic entity and their related entities)

As a matter of Board policy, all transactions with Directors and Director-related entities are conducted on normal commercial or employee terms. We are not aware of any transactions with KMP's of entities in the economic entity and their related entities.

(iv) Other transactions with Directors of entities in the economic entity and their Director-related entities Investments in benefit funds

Certain Directors have investments in the benefit funds of Over 50s Mutual Friendly Society Limited and The Over 50's Guardian Friendly Society Limited. These investments are made on the same terms and conditions as all other persons.

Aggregate investments in such funds Directors holding these investment are listed below M.G. Chesself W.J. Forster M.G. Grant M.A. Gray A.R. Nimmo* *Resigned 29th June 2005

Other

In addition, the parent entity and its related entities entered into the following transactions, which are insignificant in amount, with Directors and their Director-related entities in their domestic dealings and within normal customer or employee relationships on terms and conditions no more favourable than those available in similar arm's length dealings:

receipt of general insurance premiums; and
payment of general insurance benefits.

All transactions were on normal terms and conditions unless stated otherwise.

Management fees are charged to benefit funds by Over 50s Mutual Friendly Society Limited in accordance with the relevant legislation and benefit fund rules.

Aggregate amounts receivable from related parties:

	Consolidated
Management fees:	2006 - 2007 Diniv 8889 Sine)
Over 50s Matual Friendly Society Benefit Funds
The Over 50's Guardian Friendly Society
	2.245 1.648

Where a management agreement is in place, management fees are charged to controlled entities in accordance with such agreements.

OFM investment Group Limited pays some expenses on behalf of related entities and receives a reimbursement for these payments. No interest is received or paid on inter-entity balances.

23. Segment reporting

Segment Information - Primary Segment

Revenue is derived by the consolidated entity from the following product segments:

(a) Funds Administration - a range of financial products, including single and multi-premium investments.

(b) insurances health and general insurance agency.
(c) Mortgages provide funding and equity capital secured by mortgages.
(d) Property acquire and hold properties for income and growth.

2006	MARIE STANDARD Sibeo	Mentena Stips	IVASTRASION Attorn	$\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ S(6,6,1)	Ministrator Shier	$\mathcal{L}{2}$ , $\mathcal{L}{3}$ , $\mathcal{L}{4}$ , $\mathcal{L}{5}$ , $\mathcal{L}_{6}$ (16:016)
Revenue
Interest, dividends & other investment income	77948	17	4.766	-13	(15, 216)	67,513
Management, risk & establishment fees	16.107		1.357			17464.
Rent & other	29114	-760	-1838	6290	WSON	$-54.89(3)$
Total segment revenue	123.664	778	7.951	3.293	(15.846)	119,840
Segment result	32 304	-144	(2.105)	6.508	(10.934)	25,917
Income tax expense						(18.612)
Net profit						7.305
Segment assets	952.889	-511	an ban	-28.674	16029	1.000.000
Investment in associates	23,424					23,424
Total segment assets	976.313	511	33.839	28,874	(16.028)	1.023.509
Segment liabilities	(863,066)	(451)	(35, 688)	(26, 359)	(7.402)	(932, 966)

2005	EU EI BIA SENEZO ERRETAR 89 87 07 07	1133163812300 891	Malate Bioleko Material	File for the 7 $\mathbb{C}^{(1)}$	Extents Profession SIXX	MARTIN RELEASE Wolesa
Revenue
Interest, dividends & other investment income	onaa	17	1071	644	(14,200)	63,516
Management, risk & establishment fees	15.340.		1.082.			16,422
Rent & other	18,289	Q/I	- 426	7096	1799	25.01
Total segment revenue	111.819	991	4,679	7.734	(13.569)	111,654
Seament result	34.498	724	547	642	(10.873)	25,538
Income tax expense						(17.83)
Net profit						8.205
Segment assets	948.836	555	16.835	44.027	(14, 350)	995 903
Segment liabilities	(842, 465)	(206)	(15, 744)	(44.019)	(6.179)	(908, 613)

Segment information - secondary segment

The consolidated entity operates in one geographic region, Australia.

24. Cash and cash equivalents

Under AIFRS the income, expenses, assets and liabilities of the benefit funds are included in the Group's income statement and balance sheet and statement of cashflows. As a result, the benefit funds' cash is included in the Group's statements with a corresponding amount included in liabilities. This has resulted in an increase in cash compared to that previously reported under AGAAP. The shareholders of the Group have no rights over the cash held in the benefit funds. The composition of the closing cash balance is as follows;

	MARK COMBAN

Attributable to shareholders	- Angely
Attributable to benefit fund policyholders	$49.049$ $10.009$
	84 728 64.997

(i) Reconciliation of cash

Cash at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:

	: orsenliristor) -	arent
	220021 Weigten	ARIO STATE AND ARRESTS AND ARRESTS AND ARRESTS AND ARRESTS AND ARRESTS AND ARRESTS ARR $SO(00)$ and $SU(00)$ 676119
- Cash at bank and in hand -		$84,728$ $64,997$ $30,979$ $22,103$

(ii) Reconciliation of profit after related income tax expense to net cash provided by operating activities:

	Consolidated		Parent
	200 Sieb	Airley SYSTEM	និរៀតនៃ STOCO	Liototsy zvojejom
Profit after income tax	1.306	7162	8417	11,245
Non-cash items
Depreciation and amortisation	352	- 22	116.	್10
Movement in provision for doubtful debts	124	164
Executive share based incentives	23		23.
Unrealised income	16,9661	(2,016)
Profit on sale	1370S)
Changes in assets and liabilities:
Payout from Directors' retirement fund		(120)		M2O)
(Increase)/decrease in sundry receivables	22.244	(2.034)	23	(34)
(Increase)/decrease in financial assets held for trading	(692)	(19)
Decrease in prepayments	(424)	4540)	(223)	MA.
(Increase)/decrease in deferred income tax assets	16CM)	(1164)	12074
(Decrease)/increase in deferred income tax liabilities	$+6\%$	- 14	112	(327).
(Decrease)/increase in tax provision	(4, 41)	[2022]	(1,695)	(385)
(Decrease)/increase in trade & other payables	2,400	662	11	760
(Decrease)/increase in other provisions	509	-49	397	120.
(Decrease)/increase in policyholder fiability	(16,496)	(29.455)
Net cash flows from operating activities	(42, 185)	(27, 965)	7,221	11.381

(iii) Financing facilities

Apart from financing facilities already disclosed in note 14, the entity does not have any further financing facilities, including unused lines of credit.

(iv) Non-cash financing and investing activities Dividend reinvestment plan

Under the terms of the dividend reinvestment plan, \$1,630,632 (2005: \$1,554,739) of dividends were paid via the issue of 767,225 shares (2005: 751,624).

25. Financial instruments and risk management

The Group's principal financial instruments, comprise bank accounts, bill facilities, a working capital facility, mortgage assets, and cash at bank. The benefit funds hold a range of financial assets for investment purposes.

The main purpose of the bill and the working capital facilities is to fund mortagge assets, property and other investments. The purpose of the financial assets held by the benefit funds is to provide a return to the policyholders. The main risks arising from these financial instruments are cash flow interest rate risk, and credit risk.

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 1 to the financial statements.

Specific derivative financial instruments which may be used, and the conditions for their use have been approved by the Australian Pruderstal Regulation Authority. The principal derivative financial instruments used are interest rate futures and exchange traded options.

The Board of Directors has established strict policy and procedural guidelines for the use of derivative financial instruments. These policies expressly limit the specific instruments which may be used and limit their use to the hedging of actual or anticipated exposures. or the enhancement of investments. The use of financial derivative instruments to leverage the investment portfolios is not permitted as the financial instruments must be backed by an underlying asset or by cash.

All derivatives are recognised on the balance sheet. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and subsequently remeasured to their fair value. Movements in the carrying amounts of derivatives are recognised in the income statement.

All of the above derivative instruments relate to the use of derivatives for investment purposes, whereby they are used for the hedging of actual or anticipated exposures relating to investments.

The Group matches policyholder funds by maintaining a separate portfolio of assets for each benefit fund.

Credit Risk Exposures

Credit risk arises from the possibility of non-performance by counterparties to financial instruments. The consolidated entity deals only with prime financial institutions when entering into derivative financial instruments and does not expect any counterparties to fail to meet their obligations. Credit risk on mortgage loans is managed through prudential lending guidelines, appropriate mortgage security arrangements and loan default credit risk insurance.

The credit risk on financial assets of the consolidated entity recognised on the Balance Sheet is generally the carrying amount, net of any provisions for doubtful debts. Concentration of risk may exist when the volume of transactions fimits the number of counterparties. Concentration of credit risk in relation to mortgage loans is demonstrated by the following bands:

Loan balance outstanding
$$0 - $250,000$

\$500,001 - \$1,000,000

Bills of exchange, which have been purchased at a discount to face value, are carried on the balance sheet at an amount less than the amount realisable at maturity which reflects discounting to present value. The fotal credit risk exposure of the consolidated entity on such instruments could also be considered to include the difference between the carrying amount and the realisable amount; however, such differences are not material.

Liquidity Risk Exposures

Liquidity risk arises from the possibility that because of market conditions the consolidated entity may be forced to self financial instruments at a value below their enderlying worth or may be unable. to exit the positions at all. To counter this risk, financial instruments are used only in highly liquid markets and maturity restrictions are inplace in both exchange traded and over-the-counter markets.

Interest Rate Risk Exposures

The consolidated entity's exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities are set out in the following table.

The Group's policy is to manage its interest cost using a mix of fixed and variable rate debt.

25. Financial instruments and risk management (cont)

2006	vyzjemu pr AVOICUL encentz mxxm et tel	SIME Aligen	and the second control of the second control of the second control of the second control of the second control of the second control of the second control of the second control of the second control of the second control am i MARKA SKI)	22.286 e California 87000	REMOVE MEELES 886	SALE OF Yarre 880	www.com 23 YEEM SKOO	mre STIL
Consolidated
Financial Assets
Floating rate
Mortgage loans	92Ch	- 19	1999 - Joseph Alexander (	21.13	13.702	21 G.M.	- 135	2.50, 106
Cash assets	5. OK	84/29						84.120
Financial assets held for trading	719%	599182						55002
Total Financial Assets		676,629	133,797	21,513	13,702	8.690	55,735	910,066
Financial Liabilities
Fixed rate
Bill facility and Notes	- 18%		(1120)			74.ODO)		(11.920)
Floating rate
Bill facility	6.02%		(1396)	14.085)			(41,663)	(LO FOR)
Working capital facility	1944 - 1955 - 1956 - 1956 - 1956 - 1956 - 1956 - 1956 - 1956 - 1956 - 1956 - 1956 - 1956 - 1956 - 1956 - 195	(12.200)						(12.200)
Total Financial Liabilities		(12, 200)	(21,870)	(4.085)	æ	(4,000)	(41.663)	(63, 818)

RANDAR

GBI

STE MARIN

1338

2005	Weinteell SWOMAYE! Shoolive mared EST ANDRE	$< 1$ year $\frac{8}{3000}$	ai-dé" YSSICI Sabby ,	$> 2 - 36$ E STATE LIST EWWW.	SACTION CONTRACT Alexandria 8760	3 with Siebio	angunum Hextetil 800
Consolidated
Financial Assets
Floating rate
Cash assets	5.00%	(14.997					64.99
Investments in managed funds	610%	20.232					20,252
Mortgage loans	1.2%	140763	13634		$24.3\%$	8023	186,895
Financial assets held for trading	6.78%	6326					6.33, 209
Total Financial Assets		859.261	13,694		24.395	8,023	905,373
Financial Liabilities
Fixed rate
Bill facility	6.96%				4000)		10000
Floating rate
Bill facility	15 9 Pa	[21,000]		(4.086)	(14,000)		(39.035)
Total Financial Liabilities		(21,000)	m,	(4,085)	(18,000)		(43.085)

2006 Parent	yympunguug analem și chieciive mere $< 100$ ( $< 250$ ) 8. Wololon THE CHAIN	ELEVATOR THE SECTION DESCRIPTION CASTER Stolom SATI)	ununung Sa VEES istel 800 Skeidar
Financial Assets
Floating rate
Cash assets		00000000000000000000000000000000000000	10000
Tola Thanca Assets	SO 979		A
Financial Liabilities
Floating rate
Working capital facility	-12,200) 45 S 426		(12, 200)
Total Financial Liabilities	(12, 200)		(12.200)

2005

Parent
Financial Assets
Floating rate
Cash assets	SANG	$-22,108$	00000000000000000000000000000000000000	-22108
Investments in managed funds	16.10%	20.232		20.252
Total Financal Assets		$A_2$ , $A_3$ , $A_4$
Financial Liabilities
Floating rate
Working capital facility
Total Financial Liabilities

Interest on financial instruments classified as floating rate is repriced at intervals of less than one year. Interest on financial instruments classified as fixed rate is fixed until maturity of the instrument. The other financial instruments of the Group and Parent that are not included in the above tables are non-interest bearing and are therefore not subject to interest rate risk.

Net Fair Values

The net fair values of recognised financial assets and financial liabilities, in all cases, approximate their carrying amounts. There are no unrecognised financial assets or financial liabilities.

26. Events subsequent to balance date

Century Funds Management Limited

On 10 July 2006 OFM acquired 100% of the shares of Century Funds Management Limited, a privately owned property funds management business for \$42.4 million which had approximately \$440 million of funds under management at 30 June 2006. OFM paid \$26.8 million in cash and 15.6 million in shares.

OFM Unverified Members Trust

The OFM Trust has been holding OFM shares since 1 July 2001 on behalf of unverified members from the demutualisation of Over 50s. Mutual Friendly Society Limited. During the 5 years to 1 July 2006 the Trust was required to transfer the shares and any associated dividends. to all unverified members who became verified. Post 1 July 2006 the Board had to decide, under clause 7.4 of the OFM Trust Deed, how the remaining shares and capital accretions relating to those shares still held by the Trust were to be applied for the benefit of all shareholders of OFM. The Board decided that the 1,938,383 shares remaining in the Trust would be transferred as part of the equity settlement relating to the purchase of Century noted above. The value of these shares transferred and the capital accretions that related to them will be transferred to the refained earnings of OFM and approximate \$5 million. It is expected that the board will pay this amount to existing shareholders as a special dividend.

On 10 July 2006 OFM settled the acquisition of 45 Grenfell Street Adelaide and transferred the property to OFM Direct Property Trust for \$24 milion.

Apart from the above, since the end of the financial year, the Directors are not aware of any other matter or circumstance not otherwise dealt with in the financial statements that has significantly or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.

27. Business Combinations

(i) Acquisition of Lifetime Planning

On 26 September 2005, OFM Investment Group Limited purchased 100% equity in Lifetime Planning, a specialist aged care financial planning provider. As at 30 June 2006 Lifetime Planning was consolidated as a fully owned subsidiary.

The fair value of the identifiable assets and liabilities of the acquisition are as follows:

	Consolidated
	Recognised on acquisition in 1818
Fair value of net assets acquired:
Cash and other financial assets	1.216
Fixed assets	-70
Provisions	0T)
Total fair value of net assets acquired	1377
Goodwill arising on acquisition (Note 12)	1082
	2,259
Purchase consideration:
Consideration	2.29
Costs associated with the acquisition	. 30
Total consideration	2,259
The cash outflow on acquisition is as follows:
Cash paid	(2.030)
Return of capital post acquisition.	1.000
Net cash acquired with subsidiary	$\geq 10$
Total cash inflow (outflow)	(812)

From the date of acquisition, Lifetime Planning has contributed \$144,482 to the net profit of the Group.

If the aquisition had taken place at the beginning of the year, the profit for the Group would have increased by \$22,827 and income would have increased by \$112,278. 92 - Annual Report 2006

26. Minority interest

Reconciliation of minority interest in controlled entity:

Opening balance Issue (sale) of units Add share of operating profit Less distributions Closing balance

29. Directors and executives disclosures

(a) Details of Key Management Personnel Hollower – Albert († 18 1999 - Johann Stein, Amerikaansk konst M. G. Chessell Chairman (non-executive) W. J. Forster Director (non-executive) M. G. Grant Director (non-executive) M A Gray Director (con executive) R. R. Officer Director (non-executive) C. P. Martin's Managing Director

	(i) *in/ss
C. A. Jones	Company Secretary and General Counsel
TELERIN I	Chief Financial Officer
A. G. Ongarelio	General Manager, Property
S BOYS	Ceneral Manager A ministration and Kisk
l. M. Giles	General Manager, Products and Distribution
Barbaristan	Chef Executive Otteer

"Appointed Managing Director 28 June 2006.

(b) Remuneration of Key Management Personnel

Remuneration Philosophy

** Resigned 16 February 2006

To this end, the company embodies the following principles in its remuneration framework:

Competitive rewards are provided to attract and retain executive talent; $\bullet$
Remuneration is linked to performance so that higher levels of performance attract higher rewards;
Rewards to all staff but particularly executives are linked to the creation of value to shareholders;
The criteria used to assess and reward staff include financial and non-financial measures of performance;
The overall cost of remuneration is managed and linked to the ability of the company to pay, and
Severance payments due to the CEO on termination are limited to pre-established contractual arrangements which do not commit the Group to making any unjustified payments in the event of non-performance.

Remuneration Committee

The Nomination and Remuneration Committee of the Board of Directors is responsible for defermining and reviewing compensation arrangements for the Directors and the Chief Executive Officer ("CEO"). The committee assesses the appropriateness of the nature and amount of the directors' and CEO's remuneration on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and CEO.

Directors and executives disclosures (cont)

Details of the nature and amount of each major element of remuneration of each director of the Company and each of the KMP's are:

Non-Executive Director Remuneration

The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable. to shareholders.

The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. Clause 63.2 of the Constitution provides an aggregate maximum. amount of not more than \$750,000.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst Directors is reviewed annually. The Board considers the fees paid to non-executive Directors of comparable companies when underfaking the annual review process and, where considered appropriate, advice from external consultants.

The current non-executive directors are also entitled to remaneration. under the Directors Retirement Fund that was in place prior to OFM. becoming a listed public company to appropriately compensate directors for significant periods of service and be consistent with current corporate and industry standards. The formula calculates the period of service from 1 April 2002 to current date, divided by 9 years. and that percentage is applied to the sum of the normal directors fees over the last two years. Any benefits accrued to 31 March 2002 were preserved and the above formula applied from that date.

The Directors Retirement Fund only applies to those Directors. appointed to the Board prior to 30 June 2004. The retirement benefit scheme is not available to any director appointed after 30 June 2004. OFM will contribute statutory superannuation for directors appointed after 30 June 2004.

The remuneration of Directors for the period ending 30 June 2006 is detailed in Table 1 of this report.

Senior Management and Executive Director Remuneration

The company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the company and so as to:

reward executives for company, business unit and individual performance against targets set by reference to appropriate henchmarks:
alion the interests of executives with those of stakeholders;
link rewards with the strategic goals and performance of the company; and
ensure total remuneration is competitive by market standards.

In determining the level and make-up of executive remuneration, the CEO seeks independent advice regarding market levels of remuneration for comparable executive roles.

The CEO has an employment contract which includes options as part of his remuneration package and these need to be approved at the AGM in October 2006.

Fixed Remuneration

Fixed remuneration consists of base remuneration (which is calculated on a total cost basis and includes any FBT charges. related to employee benefits including motor vehicles), as well as employer contributions to superannuation funds. This is reviewed annually by the CEO and the process consists of a review of companywide, business anit and individual performance as well as relevant comparative remuneration in the market. The same processis used by the Remuneration Committee when reviewing the fixed remuneration of the CEO.

Variable Remuneration

Under OFM's Senior Management Remuneration Policy, long and short term performance incentives may be made under the Group's bonus plans.

Short-term Incentives ("STI")

Actual STI payments granted to each senior manager depend on the extent to which specific operating targets set at the beginning of the financial year are met. The operational targets consist of a number of Key Performance Indicators ("KPI's") covering both financial and nonfinancial measures of performance. Typically included are measures such as contribution to net profit after fax, customer service, riskmanagement, product management and leadership/team contribution.

On an annual basis, after consideration of performance against KPI's, an overall performance rating of each individual business unit and the individual performance of each executive is rated and these are taken into account when determining the amount, if any, of the short termincentive pool that is to be allocated to each executive. This process is normally completed within 2 months after the reporting date.

The aggregate of annual STI payments available to executives across the group is subject to the approval of the Remuneration Committee and payments are made in cash in the following reporting period.

Long-term Incentives ("LTI")

At the 2003 AGM OPM shareholders approved a Performance Rights Plan to which the long-term incentives relate. Under this plan, the Board has been given discretion in granting to employees rights to receive, in the future, a specified number of ordinary shares. The number of shares to be delivered pursuant to the rights is subject to satisfying performance hurdles and time-related vesting conditions. In summary, if OPM achieves a growth in earnings per share ("EPS"). of 13% per annum and a Total Shareholder Return ("TSR") which matches that of a basket of similar companies, the performance rights will convert into shares at the target date in the future. The LTI plan was set up to reward all employees in a manner that aligns the elements of remuneration with the creation of shareholder wealth.

The rights granted are valued by an external consultant in line with the requirements of Accounting Standard AASB2. The company then applies an estimation of the tenure risk associated with employees still being employed at the time the rights vest for those subject to TSR and EPS performance hurdles, and the probability of OFM. attaining the required increase in EPS. The resultant value is charged to the profit and loss evenly across the vesting period. The amounts calculated above relating to the 5 most highly remunerated executives are included in Table 2.

Group Performance

The tables below show the performance of the Group as measured by its TSR as compared to the ASX Financial (excluding Property) Trusts) Accumulation Index and the EPS for the years ended 30 June 2003 to 30 June 2006.

	TSR
		ASX HIM(9) OFM Property Trusts)
30/06/03	9.73%	-4.34%
30/06/04	14.95%	14.32%
30/06/05	1.42%	23.67%
30/06/06	16.18%	24.49%
	EPS
	Olimpications with	CATALOG AND THE TIME OF THE STATE
30/06/03	$\mathcal{M}^{\lambda_{1}}$	2.94%
30/06/04	19.2	9.71%
30/06/05	14.1	26.56%
30/06/06	14.0	-0.71%

Employment Contract

The Managing Director Mr Martin is employed under contract. The current employment contract commenced on 28 June 2006 and terminates on 30 June 2011, at which time OFM may choose to commence negotiations to enter into a new employment contract with Mr Martin. Under the present contract:

Mr Martin receives fixed compensation of \$370,000 per annumfrom 1 July 2006.
OFM may terminate this employment contract by providing 6 months written notice or provide payment in lieu of the notice. period.
Mr Martin may resign from his position and thus terminate this contract by giving 6 months written notice.
OFM may terminate the employment contract at any time without notice if serious misconduct has occurred. When termination with cause occurs the Managing Director is only entitled to remuneration up to the date of termination.

As at the date of this report there were 1,100,000 unissued ordinary shares under options (which require approval at the AGM in October 2006) as noted in the following table.

29. Directors and executives disclosures (cont)

Pursuant to an employment contract, OFM Investment Group Limited ("OFM") has offered to the Managing Director options over a total of 900,000 ordinary shares of OFM. The options are to be granted within one month of approval at the AGM, are for a period of five years commencing 1 July 2006 and are exercisable progressively beginning on the second anniversary of the date of commencement as shown in the table below. The options will be issued at an exercise price of \$2.00 and are subject to performance hurdles.

Apart from the above, the Company will issue an additional 200,000 options (subject to approval at the AGM) to be fully paid ordinary shares in the company at an exercisable price of \$2.00 on condition that Mr Martin serves the Company for the entire term, in which event the options will become exercisable on 1 July 2011 and lapse, if not exercised, on 31 December 2011. These additional options will not be subject to any EPS or TSR hurdles.

Options subject to performance hurdles

				EPS hardles.	TSR hurdles i
	CONSTRUCTION	$\begin{minipage}{.4\linewidth} \begin{tabular}{l} \hline \multicolumn{1}{l}{} & \multicolumn{1}{l}{} & \multicolumn{1}{l}{} \ \multicolumn{1}{l}{\multicolumn{1}{l}{} & \multicolumn{1}{l}{\multicolumn{1}{l}{} \ \multicolumn{1}{l}{\multicolumn{1}{l}{} & \multicolumn{1}{l}{\multicolumn{1}{l}{\multicolumn{1}{l}{\multicolumn{1}{l}{\multicolumn{1}{l}{\multicolumn{1}{l}{\multicolumn{1}{l}{\text{}}}}}} \end{tabular} \end{minipage} \begin{minipage}{.4\linewidth} \begin{tabular}{l} \mult$		ida, sidafilisisk
			$(1)$ and $(1)$ and $(1)$ and $(200)$ and $(31)$ December 2011		e se para 800000000000000000000000000000000000000
Second		1 July 2008.	31 December 2011	- 000 -
			of December 2011 and starting the Control
Fourth		1 July 2010.	31 December 2011	112.500.	112,500
		110/201	31 December 2011	202500

(1) The grant date will not be known until the options are approved at the AGM.

Performance hurdles - EPS and TSR

	FPS
$\frac{1}{2}$ w $\frac{1}{2}$ $\frac{1}{2}$ ( $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,	EFS annual grewin	Mille ile olitetato	KSAKOSMOSICARIOW n C	EATOTES STEEL relevant half tranche Shaha Shaha Assi
Band 0	less than 8%	0%	less than 80%
isand 1	$e - e$ and $e$	20%	- 80.89%	-20%
Band 2	$9 - 9.99%$	40%	90-99%
Rand 3	10.49%	Michael Communication of the communication	1992 - 1992 - 1993 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 1994 - 19
Band 4	11 - 11.99%	80%	110-119%
	$12\%$ or over $100\%$ $120\%$ or more			100000000000000000000000000000000000000

(i) Remuneration of Directors

			Short-term		Post Employment		Share Based Payment Termination
Directors		Selet Cry Primarks)	BIR O gwelsyleisi	. ORTH	37 M E I	a ξWΜ j	b. 13 u)	E	Total	portormatics based over $\mathcal{S}$ OU. $\mathcal{Q}_{!\scriptscriptstyle\chi}$
M. G. Chessell	2006	105,000		4,464	9,450	26,482			145,396	O%
	2005	104,464	$\bar{\mathbf{z}}$	4,464	9,000	25,659			143,587	O%
W. Li Fondor	2006 2006	(150) 52100			0.000 4/26	18.222 14.448			80.267 164	ŌX. 0%
M. G. Grant	2006	61,500			5,535	17,444			84,479	O%
	2005	55,500			4,996	15,170			75,666	0%
M.A. Citay	2006	$-17.500$			496	10.167			75 G.C	OX.
	2005	$15000$			4.894	13.242			6.3423	OX.
R. R. Officer	2006	55,500			4,995	34,028			94,523	O%
	2005	49,500			3,915				53,415	O%
C. R. Martin ^wy	2006	238.095	$1 - 0.001$		24163		2.219	×,	$\mathcal{O}(100)$	3370.
	2005	1/2016	85.000		15.422				22.00	312.
Total Remuneration: Directors
a a ya kat	2006	577,685	130.000	4.404	04.094	111,549	2,219		890402
	2005	484,962	85.000	4,464	42.710	69.169			666325

***Appointed Managing Director 28 June 2006. Annual remuneration relates to Mr Martin's role as Acting CEO and Head - Retirement Markets.

29. Directors and executives disclosures (cont)

(ii) Remuneration of Key Management Personnel

			Short-term		Post Employment	Share Based Payment		Termination
Executives		Salaries 302303	$\sum_{i=1}^{n} 0 }$ , $\sum_{i=1}^{n} 1$ - 04/05 2/06/06	www.com OHNER	Ø W €U	₹₩ H		B M	Total	performance pased ूह isici) OVET $\mathbb{S}_{\mathbb{A}}$
R. F. Curtis****	2006	201,512	20,000	2,790	16,114			165,000	405,416	5%
	2005	281,584		4,464	22,880	31,862			340,790	9%
C.A. Johns	2006	207,949	140 (UC)		22.064		2672	×	(5/2.106)	398
	2005	162.027			18,248				1989/6	$\mathbb{C}\mathscr{C}$
T. D. Reid	2006	173,445	30,000		13,701		2,157		219,302	15%
	2005	155,329			12,140				167,468	O%
A. G. Organito	2006	1/2.012	40,000	$-0.464$	19621		1/14		243,311	17%
	2005	17/186		464	10.045				196/196	OX.
S. R. Boys	2006	171,884	50,000		17,654		2,120		241,658	22%
	2005	153,042			13,773	×		÷	166,815	0%
LM Gles	2000	20:642	95,000		29.040		1469		526.161	30%
	2005	$\mathcal{M}$			16,941				127888	- 196

-820

☜

182

en
Vie

睡眠

eIa a KI

ŧ.

Total Remuneration: Executives

2006 1441.844 375,000 7.254 109.214 = 10.131 165,000 1808,443 21% $2005 - 1321.215 - 8.926 - 91.32 - 31.862 - 1321.23 - 1.253.32$
--------------------------------------------------------------------------------------------------------------------------------------

**Participating rights granted as part of remuneration have been valued using an adjusted form of the Black-Scholes Option Pricing Model (BSM) that includes a Monte Carlo Simulation analysis. The Monte Carlo simulation option pricing model has been modified to incorporate an estimate of the probability of achieving the TSR hurdle.

**** P. F. Curtis resigned 16 February 2006.

*****Group totals in respect of the financial year ended 2006 do not necessarily equal the sums of amounts disclosed for 2005 for individuals specified in 2006, as different individuals were specified in 2005.

There are no leans to Directors or Executives.

(iii) Compensation by category - Key Management Personnel

Short-term Post employment Other long-term. Termination benefits Share-based payment

Consolidated
2006 2005 30 - 30 - 31 - 32
1,224,098 1.190.42
97127 109274
186.000
10.131 91.62
1,259,131 1,808,443

(b) Option holdings of Key Management Personnel (KMP)

The following table summarises information about options held by the former CEO R Curtis as at 30 June 2006: Mr Curtis resigned 16 February 2006.

	2006	2005
	20162.000	0.8865
Balance at beginning of year	$771428$ $5175$			$\mathbb{Z}^n$
- granted (subject to performance hurdles).
- granted (not subject to performance hurdies).
- expired upon ceasing employment
Balance at end of year	115,714	\$1.75	771,428	-81.75
Exercisable at end of year			$$1.75$ $771,428$	\$1.75.

	377 E67 W M X E
	.

*The options that vested on 24 August 2004 met both the annual performance hurdles but the options have not been exercised as at the date of this report.

Edismont Crophod on College Edison of

29. Directors and executives disclosures (cont)

(c) Shareholdings of Key Management Personnel

Shares held in OFM Investment Group Limited	fininjeto E	$\frac{1}{2}$ Cise	OM S ry porcentent	BORTHU omet
Directors
M. G. Chessell	68,048		9921	$\mathcal{L}^{(2)}\left( \mathcal{H}^{(1)}\right)$
W. J. Forster	$-168$		23.105	29.122
M. G. Grant	34.79		-1960	20.699
M. A. Gray	22.010		$16 - 39$	40.886
R. R. Officer	$\angle 107$		10.111	1/2
Executives
C. R. Martin	9001			$\Omega_1(\mathcal{M})$
C. A. Jones
T. D. Reid	4.82		(6.064)	$\angle 200^\circ$
A. G. Ongarello
S. R. Boys
I. M. Giles
R. C. Curtis	-3793			- 105
Total	219,745	882	60.512	281,139

	Ealencerat EMANICE	Granteellas METRISTS SECTION	ONREIM	EVAPOOLOGIAL Zewlerkez
Shares held in OFM Investment Group Limited	010	terar		Æit
Directors
M. G. Chessell	68.848			68,646
W. J. Forster	58,344		10.345	100
M. G. Grant	$\infty$ fbfa		1921	$\mathcal{O}(1/\sqrt{2})$
M. A. Gray	$21.20\mathrm{f}$		$\mathcal{L}(\mathcal{M})$	2.849
R. R. Officer	2000		10V	2307
Executives
C. R. Martin	9.000			9,000
C. A. Jones	$16 \cdot 300$		(15,300)
T. D. Reid	12.382		(6.0.0)	4.382
A. G. Ongarello	11100		(11100)
S. R. Boys	- 1650		Maso
I. M. Giles
R. C. Curtis	37. S.			3703
Total	246,881		(27,136)	219.745

All equity transactions with specified directors and specified executives other than those arising from the exercise of remuneration options have been entered into under terms and conditions no more favourable than those the entity would have adopted if dealing at arm's length.

(d) Performance Rights: Granted and vested during the year of Key Management Personnel

During the period the following performance rights were issued to the Managing Director and the live senior executives:

			Granted No:			Rights fair value excluding market hurdie	Plights fair value including market hurdie
ASIA ANG PANGKALANG PANGKALANG PANGKALAN	Traisie als	YSROL Roman	Serve Address	Tagairtí	CreithReeten	բաղություն Հահել է ու	e II este II Allen I este II Allen I av	EXEMPLE AND AND AND ARTICLE OF STATE CONTROL
C. R. Martin"	Tranche 1		6,970	6,970	26 May 06	\$2.22	\$1.32	30 June 07
	Tranche 2		12,255	12,255	26 May 06	\$2.12	\$1.27	30 June 08
	Tranche 3		12,868	12,868	26 May 06	\$2.03	\$1.18	30 June 09
$C$ $A$ action	Tranche 1		11.863	11.065	20 May 06	82,22	Gʻ U	SO durie Or
	Trancho 2		12602	12.062	20 May 06	ക്കാര്	\$127	30 June 08
	Tracche 3		14.095	14.093	20 May 06	52.03	S.	au June 09
T. D. Reid	Tranche 1		9,381	9,381	26 May 06	\$2.22	\$1.32	30 June 07
	Tranche 2		10,141	10,141	26 May 06	\$2.12	\$1.27	30 June 08
	Tranche 3		10,723	10,723	26 May 06	\$2.03	\$1.18	30 June 09
A. Organica	Transfer 1
	Tranche 2		11396	11.663	26 May 06	2212	$\mathbb{S}^{1}$ . $\mathbb{Z}$	30 June 08
	trancho a		14 093	14.093	26 May 06	3203	ST 18	50 June 09
S. R. Boys	Tranche 1		8,073	8,073	26 May 06	\$2.22	\$1.32	30 June 07
	Tranche 2		10,754	10,754	26 May 06	\$2.12	\$1.27	30 June 08
	Tranche 3		11,642	11,642	26 May 06	\$2.03	\$1.18	30 June 09
MAGILES	francoin 1
	tranche 2		8,087	8.088	20 May 06	\$2.12	\$127	GD June 08
	Tranche S		14.093	14.093	26 May 06	Q2 O3	$\mathbb{P}^{1 \times 2}$	30 June 09

*These were allocated to Mr Martin prior to his appointment as Managing Director on 28 June 2006.

**Mr Ongarello resigned in August 2006 and the rights have lapsed.

No comparatives are presented as performance rights were issued 26 May 2006.

29. Directors and executives disclosures (cont)

Rights holding of the Managing Director and the five senior executives:

Granted Net
Exercised en ysgyngyng
Arys (s) pieks Majcaletik KMP HIMMING Tienche minie e II zeman
Kalendaria External Advis Escimaias շիաապար
Տիաշիրքը C.R. Martin* Tranche 1 6.970 6.970 13,940 13.940 Tranche 2 12,255 12,255 24,510 24,510 Tranche 3 12.868 12.868 25.735 25,735 C. A. Jones transhe³ $11.663$ 11.63 23726 $23.126$ $12.062$ franche 2 $12.002$ 25 124 25.124 Transle Li $1003$ 14.000 26,186 29,146 Tranche 1 T.D. Reid 9.381 9.381 18,762 18.762 Tranche 2 20,282 20,282 10,141 10,141 Tranche 3 10,723 10.723 21,446 21.446 A.G. Origanición tranche 1 $1.500$ Tranche 2 $11.693$ 25.168 23.1246 Transhe (3) 14 O A 14.003 28196 29.106 Tranche 1 S. R. Boys 8,073 8,073 16,146 16,146 Tranche 2 21,508 10,754 10,754 21,508 Tranche 3 11,642 11.642 23,284 23,284 Males Tranche 1 Tranche 2 MURS 8,088 $10,76$ $16.176$ Tranche (3) 14,092 14.093 28.186 26.186.

*These were allocated to Mr Martin prior to his appointment as Managing Director on 28 June 2006.

**Mr Ongarello resigned in August 2006 and the rights have lapsed.

No comparatives are presented as performance rights were issued 26 May 2006.

The proportion of Rights that vest at the end on the relevant performance period will be determined by the Company's performance measured in terms of EPS and Total Shareholder Return (TSR), ranked against the ASX Financial (excluding Property Trusts) Accumulation Index.

EPS performance criteria

EPS is based on normalised operating earnings before tax. The EPS performance hurdle and subsequent percentages of the rights that become exercisable depends on the following vesting scale:

. If OPM achieves less than 10% growth in EPS per annum, no Rights vest.
. If OPM achieves 10% growth in EPS or greater, 70% of Rights vest.
. If OPM achieves 11% growth in EPS or greater, 80% of Rights vest.
If OPM achieves 12% growth in EPS or greater, 90% of Rights vest.
. If OFM achieves 13% growth in EPS or greater, 100% of Rights vest.

Total Shareholders Return (TSR) performance criteria

The TSR performance hurdles and percentages of the Rights that become exercisable upon meeting the performance hurdle are as follows:

If TSR rank is less than the index, no Rights vest.
If TSR rank is equal to or greater than the index, all Rights vest.

Fair Market Value

The fair market value of the Rights af the valuation dates are set out below:

		,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 30000000000000000000000000000000000000
Tranche 2	26 May 2006

The Monte Carlo model is based on the assumption that share price movements are log normally distributed, a similar assumption that underpins the BSM.

The BSM takes into account the following factors:

$\bullet$ The rights have no exercise price;
The time to expiry for the Rights accords with their respective vesting dates;
The price of the underlying shares at grant date (\$2.34);
The expected volatility of the share price (28%);
The dividend yield expected on the shares (4.7%); and
The risk-free interest rate for the life of the rights (5.1%). $\bullet$

EU FRNST & YOU INC.

s Erst & Young Building 8 Exhibition Šteet Nebaune VIC 3000 Australia GPO Box 67 Melbeurne VR 3001

LES DE LES METRES DE LA PORT DE LA PORT DE LA PORT DE LA PORT DE LA PORT DE LA PORT DE LA PORT DE LA PORT DE L

■ Tel 6139208 8000 Fax: 61 3 8650 7777

ENGE

Tø.

Independent audit report to members of OFM Investment Group Limited

Scope

The financial report and directors' responsibility

The financial report comprises the balance sheet, income statement, statement of changes in equity, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for OFM Investment Group Limited (the company) and the consolidated entity, for the year ended 30 June 2006. The consolidated entity comprises both the company and the entities it controlled during that year.

The directors of the company are responsible for preparing a financial report that gives a true and fair view of the financial position and performance of the company and the consolidated entity, and that complies with Accounting Standards in Australia, in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit of the financial report in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards in Australia, and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report; and
assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Ell ERNST & YOU INC.

We performed procedures to assess whether the substance of business transactions was accurately reflected in the financial report. These and our other procedures did not include consideration or judgement of the appropriateness or reasonableness of the business plans or strategies adopted by the directors and management of the company.

Independence

We are independent of the company and the consolidated entity and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. We have given to the directors of the company a written Auditor's Independence Declaration a copy of which is included in the Directors' Report. In addition to our audit of the financial report, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.

Audit opinion

In our opinion:

the financial report of OFM Investment Group Limited is in accordance with: 1.
${a}$ the Corporations Act 2001, including:
$\mathbf{u}$ giving a true and fair view of the financial position of OFM Investment Group Limited and the consolidated entity at 30 June 2006 and of their performance for the year ended on that date: and
$(ii)$ complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
(b) other mandatory financial reporting requirements in Australia.

Gunt & 70 g

Ernst & Young

Denis Thom Partner Melbourne 29 August 2006

Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report is as follows. The information is current as at 25th August 2006.

(a) Distribution of equity securities

The number of shareholders by size of holding are:

		Netwoor of holders	Manier Siehrer en memmerken Er fra fra en
4 O.O			7159203
		8600	19,244,475
5.0000		1,361	7,830,427
10.001 100.001	100000000000000000000000000000000000000	-440.	8089493
100.001 and over		- 28.	15.049.442
		26.1957	54,319,243
	The hunter of statchwiders holding less than a managable parcel are:		262 M.A

(b) Twenty largest shareholders

	Ordinary Shares
Refine	TURANTURIS LELELERDES 6	m
1. Resolute Funds Management Pty Limited 1	3.542.979	$6.1\%$
2. Paritai Pty Limited *	2,059,131	3.59%
3. Clicorp Normees Pty Limited	1,028,040	$1.0\%$
4. Australian United Investment Company Limited	1,000,000	1.74%
6. ANZ Istantinees United	894,434	$1.56\%$
6. Invia Custodian Pty Limited	825,169	1.44%
7. Analo American Security Fund LP	578-80	1.01%
8. Drake Associates LP	578,550	1.01%
9. Sterling Grace Capital Management LP	wre as o	101%
10. Sterling Grace International LEC	578,550	1.01%
11 Ross Elsom Nortinges Pty Ltd *	44.462	$0.77\%$
12. Westpac Custodian Nominees Ltd	413,144	0.72%
13. FIEC Dexis Services Australia Normineas Pty United	403.777	$0.00\%$
14. Prudential Nominees Pty Ltd	400,000	0.70%
15 Australian Executor Trustees Limited	390.285	0.63%
16. Coy & Associates Consulting Services Pty Ltd *	348,674	0.61%
17 Vexdal Phill (2)	348674	0.01%
18. MFS Investment Nominees Pty Ltd	282,862	0.49%
19 Britail Pty Ltd	263,270	$0.46\%$
20. Charmof Nominees Pty Ltd	225,000	0.39%
	18477	26.46%

*Restrictions on the sale of these shareholdings apply.

(c) Voting rights

All ordinary shares (whether fully paid or not) carry one vote per share without restriction.

(d) Substantial shareholders

The name of the substantial shareholder is:

Resolute Funds Management Pty Ltd

(f) On-market buy-back

There is no current on-market buyback.

Number of shares held /

$(1/2.0)$

Contact Us

Shareholder Enquiries call: 1800 11 29 29 Investor Enquiries call: 1300 50 50 50 www.overfifty.com.au

Head Office

Level 16, 379 Collins Street, Melbourne VIC 3000 Call 1300 50 50 50 Fax (03) 9629 3397 [email protected]

Shareholder Enquiries

OFM Investment Group Limited, Share Registry, c/- Link Market Services GPO Box 1736P, Melbourne VIC 3001 Call 1800 11 29 29

Friendly Society Investor Enquiries

Over 50s Mutual Friendly Society, Level 16, 379 Collins Street, Melbourne VIC 3000, Call 1300 50 50 50, [email protected]

Mail to

OFM Investment Group Reply Paid 5471, Melbourne VIC 8060 (no stamp required)

AI assistant

CENTURIA CAPITAL GROUP — AGM Information 2006

64677_rns_2006-09-19_5a434f88-a49a-4f2c-be2c-b34c8cd26b60.pdf

VIA ELECTRONIC LODGEMENT

OFM INVESTMENT GROUP LIMITED 2006 ANNUAL GENERAL MEETING NOTICE AND PAPERS

2006 Annual General Meeting

Voting by Proxy

OFM INVESTMENT GROUP LIMITED ACN 095 454 336 ("Company")

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

Item 1: Financial Statement and Reports

Item 2: Election of Directors

SPECIAL BUSINESS

Item 3: Subsequent Approval of Share Issues

Item 4: Approval of Issue of Options

Item 5: Approval of Employee Share Plan

Item 6: Subsequent approval of issue of shares under Employee Share Plan

Item 7: Approval of Name Change

Item 8: Approval of Change to Constitution

NOTES:

VOTING EXCLUSION STATEMENT

EXPLANATORY NOTES

Financial Statement and Reports Item $1:$

Recommendation

Item 2: Election of Directors

Item $2(a)$ : Re-election of Mr. Jonathan Forster

Item 2(b): Election of Mr. John McBain

Recommendation

Item $3:$ Subsequent Approval of Share Issues

Item 4: Approval of Issue of Options

Subsequent approval of issue of shares under Employee Share Plan Item 6:

Item 7: Approval of Name Change

Item 8: Approval of Change to Constitution

ANNEXURE A

Summary of terms of the OFM Short Term Incentive Employee Share Plan("Plan")

Limit on Shares issued under the Plan

MEMBERS QUESTIONS AND COMMENTS

APPOINTMENT OF PROXY

ORDINARY BUSINESS

Item 1: Financial Statement and Reports

Item 2: Election of Directors

SIGNATURE OF SECURITYHOLDERS - THIS MUST BE COMPLETED

OFM PRX641

Contents

Financial Results and Dividends

Management Changes

Closure of OFM Trust

Acquisition of Gentury Funds Management

Board Issues

Corporate Governance

Condusion

generated profit after tax of \$7.3 million

CICCERD DICES & CAPUTCA HALLONDA ICAI HAVIA GRAND

introduction

Our Strategy

Major initiatives

Our new brand

Acquisition of Century Funds Management

Risk Management and Compilance

Conclusion

shaping the meaning of mutuality

Over 50s Mutual Friendly Society

Guardian Friendiv Society

Activities in Property

Reverse Mortgages

a and a single starting the starting of the starting of the starting of the starting of the starting of the st Colombia de la laboración de la la CALINE COMMUNICATION COMMUNICATION

Comnercial Mortgage Lending

Over 50's Insurance Agency

Australian Friendly ( Societies Association

rolendee in the pursuit of manuality

Century Funds Management

BEST REVERSE MORTGAGE CATEGORY

Money Magazine - 'Best of the Best Awards'

InvestorWeb Research

celebratina the magic of creativity & imagination day in & day out

Over 50's Association

COTA (Council of the Ageing) - NSW

Total Aged Services

Aged Care Association of Australia (ACAA)

M. G. Chessell, Independent Director OAM, LLB, (Chairman) Age 62.

CENTURIA CAPITAL GROUP AGM Information 2006

Summary of terms of the OFM Short Term Incentive Employee Share Plan
("Plan")

Erest & Young Building a fahibition Street
Melbrarne VIC 3000 Australia GPO 804-67
Nelbourne VKC-3001