CENTURIA CAPITAL GROUP — AGM Information 2007

Nov 27, 2007

Over Fifty Group Limited

Chairman’s AGM Address — 28 November 2007

Introduction

This is the 6th Annual General Meeting of the Company and is it's most important.

During the course of this meeting, you will be asked if you will approve the whole sale changes to the Board proposed by Mr McBain and I will therefore in this address, touch on the circumstances in which the proposals have been made and the reasons that the rest of the Board is strenuously opposed; and I will report to you on the outcome of the strategic review which the Board initiated in response to Mr McBain's proposals.

However, this meeting is of course primarily intended to enable the Board to report to you on the Company's performance in 2007 and to outline progress and prospects for the current year and into the future.

I will therefore begin by outlining to you the events of 06/07.

06/07 Performance

Profit for ‘07 was $7.6M — a small increase on our 2006 results, in line with our forecasts, and in line with the Company's consistent profit performance over many years.

It is worth noting that the result was achieved after a one-off provisioning of $3.8M in respect of 2 or 3 under-performing commercial mortgages. Without that provisioning, we would have been in a position to report a growth in profit from the previous year in excess of 50%.

In 2007, the Directors declared a fully-franked dividend at 11c per share, in line with our initial commitment to deliver consistently strong income to shareholders.

We also achieved growth in funds under management and administration in property, funeral funds and reverse mortgages and successfully maintained our insurance agency and planning business and our investment in Mortgageport.

The year was highlighted by the completion of our acquisition of Century Funds Management Limited in July of ‘06.

Responsibility for all property activities was transferred to the Century Management team which was able to meet profit targets in ‘07, enabling us for the first time to deliver on our initial strategy to direct the Company away from a dependence on the Friendly Society revenues.

The OFG Reverse Mortgage business has a leading position amongst non-bank lenders. We have developed sophisticated systems, effective distribution channels and have a skilled and enthusiastic team which was able to grow the mortgage book during the ‘07 year and has continued to do so this year despite the downturn in world credit markets. However, further investment, good management and an end to credit market volatility, is needed for the business to realise its full potential. The

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Board has therefore given careful consideration to the strategic options available to protect our investment in this business and deliver the best value for shareholders in the future.

Although we continued our commitment to the reverse mortgage division in ‘07 we cut back our activities in commercial lending in response to the increased competition in this sector and unacceptable risk levels for a company of our size.

Finally, I note that the ‘07 results were improved by management initiatives to improve efficiency and manage corporate overheads, and that as a consequence we are now running a leaner but more efficient business operation for the Group.

Mr Martin will address you in more detail on the ‘07 performance shortly.

Board Issues

Before I can outline the Board’s view of the Company’s prospects, it is necessary for me to report to you on Mr McBain’s proposals and their impact upon the Company.

The constitution of OFG addresses Board renewal by its requirement that one third of the Directors must retire by rotation in each year and submit themselves to the shareholders for re-election. To date, Directors who have been required to retire in this way have been willing to stand for re-election and their positions have not been contested.

Nevertheless, as the Board accepts renewal is an important part of good corporate governance, it also adopted at the time of the formation of the Company, a Board renewal policy which provides guidelines to ensure that Directors must generally limit their tenure to 3 terms of 3 years. Most of the independent Directors are just completing the second of those 3 terms.

It would not be uncommon for a Board position to be hotly contested at an AGM, but it would I suggest, be most unusual for shareholders to be asked to approve the actions which Mr McBain has requisitioned for consideration at this meeting today.

What Mr McBain proposes, is not only that the 2 Directors retiring by rotation be opposed, but that 2 of the 3 independent Directors be removed.

Mr McBain's proposal is that you remove from the Board Mr Jonathon Forster and Mr Malcolm Gray, and that you do not re-elect Professor Bob Officer or me.

In our places, he proposes that you elect 4 new Directors of his choosing namely; Jason Huljich, an employee of the Company: Mr Gupta, the manager of a New Zealand Trustee company, Mr Dobson, a member of the firm of solicitors who act for Mr McBain, and Mr Done a former KPMG Audit Partner.

I will give you an opportunity to hear from these candidates shortly.

If Mr McBain is successful, 4 of the 5 non-executive Directors would be replaced by Mr McBain's nominees and he would remain on the Board.

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In these circumstances it is clear to me, that Mr McBain would for all practical purposes be in control of the Board and that Mr Martin’s tenure on the Board and as Managing Director would be in Mr. McBain’s hands.

Mr McBain has in prosecuting his campaign, appointed a corporate adviser, lawyers, publicists and others. He has undertaken proceedings in the Federal Court against the Company and although he was unsuccessful, proved to be most disruptive of the business of the Company and wasteful of its time and resources.

Mr McBain's refusal to accept Board renewal in the normal course has resulted in a damaging loss of the trust and confidence required for an effective Board operation. His conduct has distracted the management team, drawn the attention of the Regulator, and has in other ways damaged the Company’s hard-won reputation with shareholders, and the investment community.

Strategic Review

Whilst the Board has done all that it could to foster growth of the business, the prospect of a sale or merger of the Company was an option which the Board has long recognised might produce the greatest value for shareholders.

Following the commencement of Mr. McBain’s campaign, the Board moved quickly to establish an urgent review of all strategic options so as to ensure that we were in the best position to take the appropriate action to discharge our obligations to all shareholders.

Macquarie Bank was therefore appointed to consider a range of alternatives and to make a recommendation on the course most likely to realise the greatest value for shareholders. In doing so, Macquarie canvassed the opinions with a range of interested parties including the Board, the Century Team and major investors. They considered a range of strategic options including maintaining the status quo, capital returns to shareholders, asset sales, asset acquisitions, a re-structure involving stapling and a potential merger with a third party.

Of these, a detailed evaluation was made of 3 key strategic alternatives:

1. the status quo — the continuation of the current business;

2. stapling — the stapling of the current business with a new property trust to create a stapled property entity; and

3. merger — the merger of OFG with a third party.

Valuations were prepared using detailed financial models and analysis to determine the likely value ranges of each option, and the possibility of merger was tested with parties in the market place where indicative offers were obtained and evaluated.

Macquarie's conclusion was that of the 3 alternatives, a merger delivered optimum shareholder value for all shareholders.

The Board adopted Macquarie’s recommendation and determined to proceed with negotiations with interested parties, which regrettably have been impeded by Mr

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McBain’s activities and will be unlikely in my view, to progress satisfactorily in the short term, in the absence of a clear rejection of Mr McBain’s proposals at this meeting.

If Mr. McBain’s proposals are rejected today then the Board will continue to pursue the implementation of any strategic opportunity that arises, which the Board considers to be in the best interest of all shareholders.

Forecast

In setting this year’s budgets, with all commercial loan exposure fully provisioned and with expenses contained, the Directors adopted confident forecasts of profit growth.

However, unexpected expenses have now been incurred in responding to Mr. McBain’s litigation against the Company and associated matters, and a successful ‘08 result will be dependent on retaining the confidence of Friendly Society investors gained over 25 years, an increase in the level of acquisition of appropriate property assets upon which to base growth in property funds under management, and the provision of critical support for the reverse mortgage team to protect our investment and deliver maximum value to shareholders.

Conclusion

Amid these difficulties and uncertainties, I would like to record my appreciation of the hard work and application of Chris Martin, who formally accepted appointment as Managing Director at the commencement of the last financial year, and embraced the role with diligence, enthusiasm and commitment.

I also announce with regret, the recent resignation of Catherine Jones from the position of Corporate Counsel and Company Secretary and thank her for the thorough and committed way she has discharged her obligations and the valuable support she provided to me and to the Board.

I thank also, other diligent and hard working staff who have carried out their duties in what has, in some cases at least, been extremely difficult circumstances.

Finally I pay tribute to my long-serving Board colleagues, who have worked harder since July ‘06 than in any previous period.

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Over Fifty Group Limited

Managing Director’s AGM Address — 28 November 2007

Good morning and welcome to what is clearly a very important Annual General Meeting.

In light of the significant resolutions to be discussed and voted on at today’s meeting I intend to keep my comments brief. I do not intend to comment in detail on the current division at Board level as I believe the issues have been put to and will be resolved by shareholders. It is my responsibility to ensure that the business continues to function irrespective of the outcome of today’s vote.

In the 12 months to 30 June we continued to make good progress delivering higher profits, maintaining dividends and repositioning for future growth. We have made real progress in moving from a one dimensional company focused on the provision of tax paid bonds via our friendly society to one offering a broad range of wealth and funds management products and services.

Net profit after tax for the year was $7.6 million – a 4% increase on our 2006 result. This was achieved despite substantial one off expenses including a provision in the amount of $3.8 million in respect of several underperforming commercial mortgages and an ongoing investment in our reverse mortgage business. It is particularly pleasing that total assets, funds and reverse mortgages under management increased by 57% in the 12 months to 30 June to $1.8 billion.

Following my appointment as Managing Director the Company undertook a thorough review of corporate activities. In an environment of increasing competition, reducing margins and yield compression we recognised the need to focus on growing earnings by identifying the activities that we had a sustainable competitive advantage in.

As a consequence of our review we decided to cease our commercial mortgage lending activity on the basis that it was neither core to our future strategy nor likely to generate an acceptable risk adjusted return for shareholders. The decision to cease these activities is expected to return approximately $27 million in cash to the company over the next 12-18 months as existing loans are repaid. It is anticipated that this capital will be used in other corporate activities

During the year we also completed a substantial management restructure that has resulted in a significant reduction in corporate costs. The full benefits of these initiatives will be seen in the current year.

It is my view that companies should have a mix of mature and growth businesses and it is appropriate for companies to make the decision to invest some short term earnings in order to achieve long term growth. I believe that balancing the competing interests between pursuing short term profit with the need to invest for future growth is one of the biggest challenges facing public companies.

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Our mature friendly society, growing property funds management and emerging reverse mortgage business provide, I believe, a good mix of activities at different stages in their lifecycle and outlook.

Notwithstanding my intention to be brief, I believe that shareholders at an Annual General Meeting have an entitlement to have me address the important issues being faced by each of our key business units.

Our friendly society business continues to provide a stable, predictable earnings stream that enables the company to invest in new opportunities and products. While recent changes to the superannuation regime may place further pressure on fund inflows, we believe that the combination of ease of access and their tax paid nature should ensure that investment bonds remain a viable investment alternative.

As many of you will be aware, the commercial property market is experiencing extraordinary yield compression. This coupled with a rising interest rate environment is making it increasingly difficult to acquire commercial property at prices suitable for syndication to private investors. Accordingly we are being forced to consider how we might best grow our property funds management business in light of the pressure on our traditional business model. Having said that we have a very experienced management team and I am confident in their ability to address the challenges we are currently facing.

For those with a significant amount of wealth tied up in the family home and a lack of superannuation savings, reverse mortgages may be an attractive alternative for releasing equity. Over the last few years we have invested a great deal of time and effort into developing our reverse mortgage business and while we remain optimistic about the long term outlook for the business it is important to flag that market growth has slowed.

While our reverse mortgage business will benefit from having a variety of distribution channels including mortgage brokers, financial planners and financial institutions, a combination of negative consumer sentiment and a rising interest rate environment will result in lower sales than otherwise may have been expected. Notwithstanding this we are working hard at growing our distribution footprint and are excited by our distribution relationship with ANZ Bank.

Our Outlook

Notwithstanding the current distractions at Board level and day to day challenges faced in the business the fact remains that we have completed a great deal of the ground work necessary to reposition the company for future growth and are confident of an increase in earnings in the 2008 year.

While it is disappointing that our share price performance has been relatively poor, I remain confident of the overall outlook and believe that, in time and delivery, the market will come to realise the value represented by the company.

In closing I would like to pay tribute to our staff who have continued to work diligently under very difficult circumstances. I would also like to say a special thank you to

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Catherine Jones who has tendered her resignation as Company Secretary and General Counsel. Catherine has played an invaluable role at the Company and her professional input and friendship will be greatly missed. I sincerely wish Catherine the very best of luck as she starts the next chapter of her life.

In order for the company to move forward it is important that our Board is unified and working together in order to maximise shareholder value. The current Board split is damaging the company and will continue to be until resolved. I look forward to the current hostility ending and to the Board once again working together in a constructive and harmonious manner.

Thank you all for coming to today’s meeting and for your ongoing interest in the Over Fifty Group.

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