CENTURIA CAPITAL GROUP - AGM Information 2012

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Dear Shareholder,

I am pleased to invite you to the 2012 Annual General Meeting ( AGM ) of Centuria Capital Limited ( CNI ) to be held at 11.00 am on Friday, 2 November 2012 at:

Oaks on Collins Level 1, 480 Collins Street

Melbourne, VIC 3000 (between William and King Streets)

Registration will commence at 10.00 am. To assist with registration formalities, please bring the enclosed proxy form with you to the AGM. Light refreshments will be served following the meeting. In addition, the AGM will be broadcast by video-link to Centuriaʼs Sydney offices at:

Level 6, 111 Pacific Highway North Sydney NSW 2060

Shareholders attending the Sydney office will not be able to direct questions or vote from the floor at the AGM. It is important that you exercise your right to vote and you are welcome to do so using the normal proxy form enclosed.

The following documents are enclosed with this letter:

Notice of Meeting and Explanatory Notes;
Financial Commentary;
Membersʼ Questions and Comments form;
Appointment of Proxy form; and
Copy of the 2012 Annual Report (if requested)

The Annual Report is also available on the Companyʼs website, www.centuria.com.au under “Company Reports”. A brief summary of our financial results follows this letter.

Recent changes to the Corporations Act will apply to this meeting. The changes may affect whether your proxy is able to vote your shares, particularly in relation to item 2. I encourage you to read the Notice of Meeting and Explanatory Memorandum carefully and consider directing your proxy how to vote on each resolution by placing a cross in either the “For”, “Against” or “Abstain” box on the Proxy Form.

Thank you for your support of Centuria during the year and I hope to see you at the meeting.

Yours sincerely,

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Roger Dobson Chairman

Have we got your email address?

From time to time, in addition to posting news on the ASX platform, Centuria will send out information about business news, company highlights and invitations to briefings. If you would like to be included when these emails are sent, please go to our website and update your details: www.centuria.com.au/shareholders/emailme/

Centuria Capital Limited

Level 23 PO Box 6274 111 Pacific Highway North Sydney North Sydney NSW 2060 NSW 2060

T: 02 8923 8923 F: 02 9460 2960 E: [email protected] www.centuria.com.au

ABN 22 095 454 336

Notice of 2012 Annual General Meeting

Centuria Capital Limited ACN 095 454 336 (“Company”)

Notice is given that the 2012 Annual General Meeting of the Company will be held at: Oaks on Collins, Level 1, 480 Collins Street, Melbourne, VIC on Friday, 2 November 2012 at 11:00am.

For further information please refer to the Explanatory Notes which accompany this Notice of Meeting.

Items of Business

Item 1: Annual Reports

To receive and consider the Financial Report and the Reports of the Directors and Auditor for the year ended 30 June 2012.

Item 2: Remuneration Report

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

“That the Company’s Remuneration Report set out in the Company’s Annual Report (as part of the Directors’ Report) for the year ended 30 June 2012 be adopted.”

Item 3: Re-election of Director

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

“That Mr Deepak Gupta be re-elected as a director of the Company.”

By order of the Board of Directors

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Matthew Coy Company Secretary 3 October 2012

Centuria Capital Limited

Notice of 2012 Annual General Meeting

Notes

Note to Item 2

In accordance with Section 250R of the Corporations Act 2001 (Cth), the vote on this Resolution is advisory only and does not bind the Directors or the Company.
The Directors will consider the outcome of the vote and comments made by shareholders on the Remuneration Report at the meeting when reviewing the Company’s remuneration policies.
In accordance with Section 250V of the Corporations Act 2001 (Cth), if 25% or more of votes cast on this non-binding resolution are cast against the adoption of the Remuneration Report at two consecutive AGMs, shareholders will then need to vote on a ‘spill’ resolution at the second of those AGMs. If the “spill” resolution receives 50% or more of the vote, another meeting will be convened within 90 days at which all directors except the CEO will be required to stand for re-election.

Voting exclusion statement

The Company will disregard any votes cast on Item 2 (Remuneration Report) by, or on behalf of:

a member of the key management personnel (refer Glossary) details of whose remuneration are included in the Remuneration Report; and
a closely related party (refer Glossary) of such a member,

unless the vote is cast by such person as proxy, for a person entitled to vote, in accordance with a direction on the proxy form specifying how the proxy is to vote.

Centuria Capital Limited

Notice of 2012 Annual General Meeting

Notes

1. Voting Entitlements

Persons holding shares in the Company at 7:00 pm (Australian Eastern Daylight Time) on 31 October 2012 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be the shareholders of the Company.

2. How to vote

Shareholders may vote by attending the meeting in person, by proxy or by authorised representative.

3. Proxies and Authorised Representatives

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.

Corporate shareholders must provide the Company with satisfactory evidence of the appointment of any Corporate representative, prior to the commencement of the Annual General Meeting.

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 (Cth); and
provides the Company with satisfactory evidence of the appointment of its corporate representative prior to commencement of the Annual General Meeting.

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 Annual General Meeting (being no later than 11:00 am (Australian Eastern Daylight Time) on Wednesday, 31 October 2012).

Proxies may be returned as follows:

By mail or in person to:

Computershare Investor Services Pty Limited:

By mail:

GPO Box 242, Melbourne Victoria 3001 (a reply paid envelope is enclosed)

In person:

Yarra Falls, 452 Johnston Street, Abbotsford Victoria 3067

By Facsimile to:

1800 783 447 (within Australia) (+61 3) 9473 2555 (outside Australia)

Online at:

www.investorvote.com.au

To use this facility please follow the instructions on your enclosed Proxy form

Online for Intermediary Online Users only at:

www.intermediaryonline.com

4. Undirected Proxies

If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on each item by marking either “For”, “Against” or “Abstain” against each item of business on the Proxy Form. It is important that you direct your proxy how to vote on each item of business, particularly Item 2 (Approval of the Remuneration Report). If, however, you appoint the Chairman as your proxy and do not otherwise direct him how to vote, you will be taken to have directed him to vote in favour of all of the proposed resolutions including Item 2 (Approval of the Remuneration Report). If you do not want the Chairman to cast your vote in favour of adopting the Remuneration Report you must direct him to vote against the resolution or to abstain from voting on the resolution. If you have appointed a member of the key management personnel (refer Glossary) (other than the Chairman) for the Company or any of their closely related parties (refer Glossary) as your proxy, you must direct that person how to vote on Item 2 in order for your vote to be counted.

Centuria Capital Limited

Notice of 2012 Annual General Meeting

Explanatory Notes

These Explanatory Notes have been prepared to provide shareholders with sufficient information to assess the merits of the resolutions and the business to be conducted at the Company’s Annual General Meeting. You should read the Explanatory Notes in full before making any decisions in relation to the resolutions.

Item 1: Financial Report, Directors’ Report and Auditors’ Report

The Corporations Act 2001 (Cth) requires the Financial Report (which includes the Directors’ Declaration), Directors’ Report and Auditors’ Report (“Reports”) to be received and considered at the Annual General Meeting.

Neither the Corporations Act 2001 (Cth) nor the Company’s constitution requires shareholders to vote on such Reports. Shareholders will, however, be given a reasonable opportunity to raise questions on the Reports at the Annual General 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.

Shareholders will be requested to vote on the Remuneration Report. However, the shareholder vote is advisory only and does not bind the Directors or the Company. Nevertheless, the Board will take into account the outcome of the vote when considering the future remuneration arrangements of the Company. Under the Corporations Act 2001 (Cth), if 25% or more of votes cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, shareholders will be required to vote at the second of those Annual General Meetings on a “spill” resolution which in effect will require the Company to convene another meeting within 90 days for the purpose of the re-election of all of the Company’s directors.

Recommendation

The Directors do not consider it appropriate to give a recommendation on this proposed resolution as it relates to their remuneration.

The 2012 Annual Report is available for shareholders to access and download from the Company’s website at www.centuria.com.au. If you would like to receive a hard copy of the Annual Report, please contact the Share Registry on 1800 112 929. Shareholders who have specifically requested a hard copy of the Annual Report will receive it by mail.

Item 2: Approval of Remuneration Report (non-binding resolution)

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report containing prescribed information regarding remuneration is set out in the 2012 Annual Report and is also available from the Company’s website (www.centuria.com.au).

The Remuneration Report outlines the Company’s remuneration arrangements for Directors, the CEO and for certain company executives for the financial year ended 30 June 2012. A reasonable opportunity for discussion of the Remuneration Report will be provided at the Annual General Meeting.

Centuria Capital Limited

Notice of 2012 Annual General Meeting

Explanatory Notes (continued)

Item 3: Re-election of Mr Deepak Gupta as a Director of the Company

In accordance with the terms of the Company’s constitution, Deepak Gupta retires by rotation at the close of the Annual General Meeting and being eligible, offers himself for re-election as a Director. Deepak’s personal details are as below:

Deepak K. Gupta

(BCA, MBA, FCFIP)

Deepak was appointed to the Board in 2007 in a non-executive capacity and is a member of the Nomination and Remuneration Committee, the Audit, Risk Management and Compliance Committee and the Investment Committee. Deepak has 25 years experience in the financial services and investment management industry. As the Executive Director of Trustees Executors Limited, he is responsible for the company’s strategic, operational and financial management. Trustees Executors currently has NZ$69 billion of funds under supervision, administration or management. Deepak is also a non-executive director of Tourism Holdings Limited, an NZX listed company; and director and Fellow of the Institute of Finance Professionals NZ Inc.

Recommendation

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The Directors (with Deepak Gupta abstaining) recommend that shareholders vote in favour of the re-election of Deepak Gupta.

Glossary

In accordance with the recent amendments to the Corporations Act 2001 (Cth):

Key management personnel has the same meaning as in the accounting standards and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or non-executive) of the Company.

Closely related party of a member of the key management personnel means:

A spouse or child of the member;
A child of the member’s spouse;
A dependent of the member or of the member’s spouse;
Anyone else who is one of the member’s family and may be expected to influence the member or be influenced by the member in the member’s dealings with the Company;
A company the member controls; or
A person prescribed by the regulations for the purpose of the definition.

Centuria Capital Limited

Financial Commentary for the year ended 30 June 2012

Centuria Group made an underlying net profit after tax of $4.9 million and a statutory profit after tax of $2.0 million for the year ended 30 June 2012.

During the year the Group continued to focus on system enhancements and business scalability, which will not only save operating costs in the short-term but enable the Group to achieve stronger profits as the business grows, particularly in property funds management.

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Corporate Debt / Equity Ratio
40%
30%
20%
10%
0%
2009 2010 2011 2012
Debt / Equity at 30 June 2009 - 2012 (excluding non recourse debt)
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Capital management also continues to be a primary focus with the Group announcing an unmarketable share parcel buy-back in replacement of a final dividend, which is aimed at improving the Group’s earnings per share. Our corporate debt (remaining low at 14% gearing) and our Residential Mortgage warehouse facility have been extended during the period.

Towards the end of the financial year the Group also undertook a strategic structural review, which has reduced headcount by approximately 15%, as well as relocating the Melbourne office to a smaller, more cost-effective, premises in a Centuria managed asset. The financial benefit of these initiatives will be realised during the 2012/13 financial year.

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Revenue from Core Divisions
(excludes corporate and non-core)
35.0
30.0
25.0
20.0
15.0
10.0
5.0
0.0
2009 2010 2011 2012
Insurance Residential Mortgages Centuria Property Funds
(Contribution margin only)
Centuria Life
$ million
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Underlying Pre-Tax Earnings from Core Divisions
(excludes corporate and non-core)
20.0
15.0
10.0
5.0
0.0
2009 2010 2011 2012
-5.0
Insurance Residential Mortgages Centuria Property Funds
Centuria Life
$ million
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The charts to the right highlight the revenue and underlying pre-tax earnings from the four core divisions of the Group.

The results for the Centuria Property Funds division have been impacted by low acquisition performance fee, however, the division is now close to finalising the acquisition of two new properties for ~$80 million for new funds.

The underlying earnings from the Life division were down from the prior period partially as a result of a more accurate allocation of costs, as well as strategic staff appointments made in the business focusing on business developments.

Centuria Capital Limited

Financial Commentary for the year ended 30 June 2012 (continued)

Underlying Results (AIFRS Statutory Results excluding Benefit Funds)

The following table provides a reconciliation of the Group’s Corporate underlying earnings (excluding Benefit Funds) by major divisions to the reported net profit after tax.

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Year Ended 30 June 2012 2011
Underlying earnings by major division $’million $’million
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- Centuria Property Funds	3,577	4,755
- Centuria Life	7,755*	9,137
- Residential Mortgages	2,661	3,495
- Insurance	1,065	1,037
- Corporate	(6,709)	(8,601)
- Other	(114)	697
Total underlying earnings	8,235	10,520
Tax expense (excluding non-recurring items)	(3,374)	(4,163)
Underlying net proft after tax	4,861	6,357
Non-recurring adjustments
- Prior year non-recurring adjustments (including tax efect)	-	9,248
- Impairment of investment in associate	3,087	-
- Provision for doubtful debts (CBGF1)	1,169	-
- Final convertible notes provision	934	-
- Change in estimate of realisation of Residential Mortgages fxed-for-life swaps	(650)	-
- Net gain on NLT investment property and borrowing write-downs	(406)	-
- Tax beneft on 30 June 2012 non-recurring adjustments	(1,240)	-
Reported net proft after tax	1,967	(2,891)

Life division underlying earnings suffered a one-off impact of more accurate allocation of costs and strategic staff appointments made in the business.

Centuria Capital Limited

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Questions and Comments

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 Centuria Capital Limited at Level 23, 111 Pacific Highway, North Sydney, NSW, 2060. We will do our best to answer as many questions as possible at the meeting. Any written questions for the auditor should be given to the Company no later than Friday 26 October 2012. We will pass on questions to the auditor as soon as practicable after receipt. Please attach extra pages if necessary.

Name:

Address:

1. For Chairman

2. For Auditor

Centuria Capital Limited

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Centuria Capital Limited

ABN 22 095 454 336

Lodge your vote:

 Online:

www.investorvote.com.au



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 CNI MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1800 112 929 (outside Australia) +61 3 9415 4367

Proxy Form



Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999  PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

 For your vote to be effective it must be received by 11:00am (AEDT) Wednesday, 31 October 2012

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose in relation to Item 3 and in relation to Item 2 (Remuneration Report) you will be taken to have directed the Chairman to vote in Favour of the resolution (if he is appointed your proxy). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I9999999999

I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Centuria Capital Limited hereby appoint the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or 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 directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Centuria Capital Limited to be held at Oaks on Collins, Level 1, 480 Collins Street, Melbourne on Friday, 2 November 2012 at 11:00am (AEDT) and at any adjournment or postponement of that Meeting.

Chairman directed to vote undirected proxies in favour of remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly direct the Chairman to exercise my/our proxy on Item 2 by voting in favour of it (except where I/we have indicated a different voting intention below) even though Item 2 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. If you do not otherwise expressly direct the Chairman how to vote on Item 2 (Remuneration Report) or Item 3 you will be taken to have directed him to vote in favour of Item 2 and Item 3.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Item 2 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Item 2 Remuneration Report Item 3 Re-election of Mr Deepak Gupta as a Director

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The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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C N I

1 5 4 8 2 8 A

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Centuria Capital Limited

Annual Report 2012

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Annual Report / 2012

2 Highlights
3 About Us
5 Chairman’s Review
7 Chief Executive’s Report
8 Financial Commentary
10 Centuria Property Funds
12 Centuria Financial Services
16 Directors’ Report
20 Remuneration Report
29 Auditor’s Independence Declaration
30 Corporate Governance Statement
34 Directors’ Declaration
36 Financial Statements
93 Corporate Directory

Management Directory Centuria Capital Limited

John McBain Matthew Coy Julian Blackley Yujita Chaudri Troy Dafter Peter McDonagh Woon Pin Chong

Chief Executive Officer Chief Financial Officer Head of Finance Group Tax Manager Head of Compliance Head of Reverse Mortgages Managing Director, Asia

Centuria Life Limited

Terry Reid Anne Hamieh Ash Nakhla

General Manager Head of Distribution Investor Services Team Leader

Centuria Property Funds Limited

Jason Huljich David Govey John Taylor Andre Bali Sebastian Ugarte Jeremy Robotham Jacques Duvenage Mark Jones Ben Harvie Doug Hoskins

CEO - Property Head of Assets Head of Distribution Head of Development Acquisitions Manager National Leasing Manager National Facilities Manager Manager, Property Funds Victoria Head of Funds Management Fund Manager

Centuria Capital Limited and Controlled Entities ABN 22 095 454 336 Annual Report for the year ended 30 June 2012

Centuria Annual Report 2012

Annual Report / 2012

Highlights

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$182 million
Value of residential
mortgage book
at 30 June 2012
2011 91%
112,500 2012 93%
Total number of clients Property Funds
at 30 June 2012 overall portfolio
occupancy increased
at 30 June 2012
New
Property Funds 14.4 %
$1.9 billion
Corporate gearing (excluding
Finalising negotiations
for $80 million of non-recourse debt)
properties for Group total Funds Under to 30 June 2012
new funds Management (FUM)
at 30 June 2012
$4.9million
$8.2 million
Underlying net profit
Underlying earnings after tax
before tax
to 30 June 2012
to 30 June 2012
2.5 [¢]
Statutory earnings
per share
at 30 June 2012
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2 Centuria Annual Report 2012

About Us

Centuria Capital is an ASX-listed diversified funds manager with approximately $1.9 billion in funds under management. Centuria is a single company with a single direction and a single set of values – which surround a simple aim of putting our investors first.

There are two divisions within Centuria being Property Funds, which specialises in unlisted property investments; and Financial Services, which offers a range of investment opportunities – from tax effective bonds and education plans, to mortgage and insurance products.

We offer something refreshingly different to our direct clients and to financial advisers and their clients: we manage investments personally. That means your investment is constantly under the control of an expert with in-depth market knowledge, commercial acumen and an unerring sense of what matters to you.

Our size is an advantage. We are smaller, nimbler and therefore better able to respond to opportunities swiftly. That doesn’t mean we think small – quite the opposite, in fact. We have the experience and confidence to take on major challenges, and the skill to see them through.

Annual Report / 2012

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4 Centuria Annual Report 2012

Chairman’s Review

Dear Shareholders,

2012 continued to produce challenges for our business.

As you may recall, in the 2011 financial year, we achieved considerable growth in our property funds under management through the acquisition of management rights from other fund managers, including Becton. In the 2012 financial year, that same strategy proved more difficult. Despite making a number of attempts to take over the management of some additional property funds, we were not successful.

As a consequence, the Board has determined that the key strategy for driving the growth of our property funds management business is to do so by buying more real property. This is something we have a long history of doing with success. We believe that the continuing rationalisation in the property funds management business, which will see a reduction in the number of top tier fund managers, will assist our business and that we will also be assisted by another change we are starting to see, namely, more quality properties coming on to the market and at more realistic prices than has previously been the case.

Our assessment is that current economic conditions are likely to endure for some time. We are continuing to carefully review all aspects of our business, from our expenses through to potential opportunities to find assets for investors offshore. It is critical that we continue to grow our property funds under management and your Directors believe this is an important priority for the current and future years. Fortunately, we have started the current financial year with considerably more success than the previous yea. Our CEO will refer to this in his report.

Our growth aspirations are not confined to our property funds business. They extend to our life company and insurance businesses and we have a number of initiatives which we are embarking on, which will be rolled out during the course of the current financial year.

Despite the somewhat uncertain economic times, we believe that your Company continues to be well-placed for sustainable and profitable growth. We have relatively low corporate debt, good strategies in place to achieve growth and an engaged team of people who are able to execute that strategy. With all of that, we look forward to the 2013 financial year and are confident it will be a successful year for the Centuria Capital Group.

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Roger Dobson Chairman

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Roger Dobson Chairman LLB (Hons) LL.M

Annual Report / 2012

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6 Centuria Annual Report 2012

Chief Executive’s Report

Dear Shareholders,

It is with pleasure that I present to you our 2012 Annual Report. Over the last 12 months, markets have continued to experience significant volatility. Despite this the Centuria Group generated positive earnings, maintained its strong balance sheet and implemented a number of rationalisation measures to ensure the business is well positioned for strong results in the 2013 financial year.

Centuria Property Funds will be a key profit driver in respect of upfront fees and annuity management fee income. In 2012, this division contributed significantly to group profits despite acquiring only one investment property for a new fund. Whilst the level of new acquisitions was subdued during the 2012 year, the 2013 financial year is looking promising for the property division with contract negotiations being finalised for two investment properties totalling ~$80 million due for settlement in the first half. The division has a number of other acquisition opportunities currently under review and, provided it can contract a similar amount in the second half, the prospect of a significantly improved profit contribution for the full year is excellent.

Centuria Life again delivered stable earnings to the Group and funds under management remained relatively stable. The capital guaranteed bonds continued to deliver consistent net positive returns in a challenging environment which has seen the Reserve Bank cash rate fall considerably. New product development initiatives remain a key focus and we expect stable earnings from Centuria Life in the 2013 financial year.

Capital management is a regular focus of the Senior Management Team and the Board. We have recently announced that we will be allocating $1.6 million to undertake an unmarketable parcel share buy-back and that we will not be paying a final dividend in respect of the 2012 financial year. We firmly believe that this decision will be of benefit to the Group and that it demonstrates the confidence the Senior Management Team and Board have in the Group’s prospects.

The outlook for financial markets remains challenging. We believe however that these market conditions will provide good buy side opportunities for the property division which we expect will drive strong growth in 2013 earnings. We expect the Centuria Life division to continue to be a strong and stable source of earnings for the Group. With the recent rationalisation measures having been implemented, we believe growth will be seen across the Group in the 2013 financial year.

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Total Funds Under Management
2.50
2.00
Residential
Mortgages
1.50 FUM
Centuria
1.00 Life
FUM
0.50 Centuria
Property
FUM
-
2007 2008 2009 2010 2011 2012
$ billion
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Key Financial Highlights

Underlying net profit before tax of $8.2 million
Statutory net profit before tax of $3.7 million
Net assets of $90.4 million - equivalent to $1.10 per share
Centuria Property Funds Under Management (FUM) increased for the second year in a row
Group FUM remained stable
One new Property Fund established - $58 million property acquisition
Two investment properties under contract - total of ~$80 million
15% headcount reduction during FY12

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John McBain Chief Executive Officer

John McBain

Chief Executive Officer Dip. Urban Valuation

Financial Commentary

Centuria Group made an underlying net profit after tax of $4.9 million and a statutory profit after tax of $2.0 million for the year ended 30 June 2012.

Corporate Debt / Equity Ratio

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40%
30%
20%
10%
0%
2009 2010 2011 2012
Debt / Equity at 30 June 2009 - 2012 (excluding non recourse debt)
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The charts to the right highlight the revenue and underlying pre-tax earnings from the four core divisions of the Group.

8 Centuria Annual Report 2012

Underlying Results

(AIFRS Statutory Results excluding Benefit Funds)

The following table provides a reconciliation of the Group’s Corporate underlying earnings (excluding Benefit Funds) by major divisions to the reported net profit after tax.

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Year Ended 30 June 2012 2011
Underlying earnings by major division $’million $’million
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- Centuria Property Funds	3,577	4,755
- Centuria Life	7,755*	9,137
- Residential Mortgages	2,661	3,495
- Insurance	1,065	1,037
- Corporate	(6,709)	(8,601)
- Other	(114)	697
Total underlying earnings	8,235	10,520
Tax expense (excluding non-recurring items)	(3,374)	(4,163)
Underlying net proft after tax	4,861	6,357
Non-recurring adjustments
- Prior year non-recurring adjustments (including tax efect)	-	9,248
- Impairment of investment in associate	3,087	-
- Provision for doubtful debts (CBGF1)	1,169	-
- Final convertible notes provision	934	-
- Change in estimate of realisation of Residential Mortgages fxed-for-life swaps	(650)	-
- Net gain on NLT investment property and borrowing write-downs	(406)	-
- Tax beneft on 30 June 2012 non-recurring adjustments	(1,240)	-
Reported net proft after tax	1,967	(2,891)

Life division underlying earnings suffered a one-off impact of more accurate allocation of costs and strategic staff appointments made in the business.

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Matthew Coy
Chief Financial Officer
B.Bus. Accounting, CPA
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Julian Blackley
Head of Finance
B.Bus. Accounting FCA,
Grad. Dip. Accounting
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Matthew Coy Chief Financial Officer

Annual Report / 2012

Centuria Property Funds

Year in review

The property funds management group has had a stable year. Funds under management have held steady at just over $1 billion with one additional purchase during the year.

During FY12 this division had a strong focus on corporate acquisitions and lodged four bids for funds management platforms which consisted of $2.9 billion of property funds. Unfortunately, we were unsuccessful in these acquisitions.

Considerable time was also spent on the integration of a new funds management and accounting system. This will allow us to service a future increase in scale in the business with fewer staff.

Centuria’s largest purchase

In April we purchased our largest property since our inception, 441 St Kilda Road, Melbourne, for $58 million.

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441 St Kilda Road,
Melbourne, Victoria
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Jason Huljich David Govey CEO - Centuria Property Funds Head of Assets B Comm, Commercial Law Dip. Technology (Valuation) and Grad. Dip. Town Planning

We have worked very hard over the year to position Centuria as a market leader in the unlisted property funds sector and have gained strong traction with many of the national financial planning groups.

Jason Huljich

The property is a 16,175 sqm commercial office building with parking for 390 cars. The building presents very well and is currently undergoing a full services upgrade, which was financed by the vendor. It has large floor plates of over 2,000 sqm and is one of the top buildings along the boulevard. We expect this investment to perform exceptionally well, and have already seen signs of rental growth.

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10 Centuria Annual Report 2012

Outlook

The year ahead looks particularly promising. Our property funds management team is close to exchanging contracts on two purchases worth ~$80 million and our acquisitions team is working on potential purchases for the second half.

Total FUM

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30
Number of Funds
Under Management
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46
Number of Properties
Under Management
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We have worked very hard during the year to position Centuria as a market leader in the unlisted funds sector and have gained strong traction with many of the national financial planning groups.

We are seeing increased interest in the sector from investors as competing investments such as term deposits become less attractive due to decreasing interest rates. Current volatility in the equities markets and lower term deposit rates have also improved the sector’s comparitive appeal.

Portfolio bySector Ofce Industrial Retail Bulky Goods Speciality Use Mixed Use Retail 67.39% 10.87% 13.04% 2.17% 2.17% 4.25%	Portfolio byState
	New South Wales Victoria Queensland South Australia Australian Capital Territory Northern Territory 63.04% 13.04% 10.87% 6.52% 4.35% 2.17%

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Portfolio
Occupancy
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During the year we purchased our largest property since our inception. Jason Huljich

Annual Report / 2012

Centuria Financial Services

Year in review

Centuria Financial Services remains a core business of Centuria Group and continues to generate strong and stable cash earnings to the Group.

Centuria Life’s funds under management in Friendly Society Bonds was $712 million as at 30 June 2012. The FUM of the Capital Guaranteed Bond and Income Accumulation Bond were $159 million and $211 million, respectively.

The returns of these Bonds are highly correlated to movements in interest rates. As was the case for most global economies, Australia experienced a significant decline in interest rates over the course of the financial year. The official cash rate set by the Reserve Bank fell from 4.75% on 1 July 2011 to 3.5% on 30 June 2012. Yields in fixed interest markets fell with the benchmark 10 year Commonwealth Bond rate declining from 5.27% to 2.9% over this period.

By running a diversified portfolio within very strict investment rules, we have minimised the impact of these falls in market returns on our Bonds. We have continued to protect policyholders’ capital and delivered a positive tax paid bonus despise challenging market conditions.

Future opportunities

We continue to focus on defining a clear product and distribution strategy, which has been influenced by an evolving financial planning environment. Market forces and conditions have changed markedly in recent years. The considered work we are undertaking will ensure that we are positioned to focus on targeted opportunities that will deliver value for the Group.

We have witnessed further changes to superannuation this year, which impact concessional contributions. With the risk of further changes, many Australians are looking for alternative investment vehicles for retirement planning. Investment Bonds, with their flexibility and tax effectiveness, can be used to complement superannuation as a long-term savings solution. Coupled with some innovative ideas for the bond structure, we believe we can deliver a compelling investment vehicle to the market.

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Terry Reid
General Manager
Dip. Bus, CA
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Anne Hamieh
Head of Distribution
B.Eco,
Grad. Dip. Appl. Finance & Investment and
Grad. Dip.Management
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Looking ahead

We are cautiously optimistic that 2012/13 will be a better year for investment markets. Investors will continue to focus on certainty of earnings and dividends, rather than expect high levels of growth.

Interest rates will remain low and investments with a secure income stream will continue to be highly sought after. Whilst we expect volatility to continue, there are some signs that after nearly five years we may be seeing some early signs of stability, if not recovery, in the global economy.

We will continue to carefully navigate our way through this uncertainty with the primary objective of looking after the interests of our bondholders.

Over Fifty Insurance

Over Fifty Insurance is a division of Financial Services with over 25,000 policies across general, travel or motor vehicle insurance. The division has generated an increase in 2012 net profit after tax and the high customer retention rate has been maintained.

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Continued Strong Customer Retention Rate
92%
90%
88%
Over Fifty
86% Insurance
84% Over Fifty
Motor Insurance
82%
80%
78%
2006 2007 2008 2009 2010 2011 2012
Source: Allianz
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12 Centuria Annual Report 2012

Reverse Mortgages - future value to shareholders

We continue to manage our reverse mortgage book for existing investors. This remains a consistently steady and profitable business unit for Centuria Capital.

Further, the reverse mortgage book has significant embedded shareholder equity, which will increase over time.

This chart illustrates the value to shareholders. As the loan facility is repaid over time, the value of the mortgage book increases and becomes cash flow positive. When the loan is repaid fully, the asset balance represents positive cash flow to Centuria.

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Embedded Value - At 30 June 2012
12% p.a. redemption rate assumed
$’m
200
180
160
140
120 Projected debt-free book value $100 million
100
80
60
40
20
0
Over Mortgage Book Warehouse Trust Funding Source: Rice Warner, 30 June 2012
2012 2014 2016 2018 2020 2022 2024 2026 2028 2030 2032 2034 2038 2040 2042 2044 2046 2048 2050 2052 2054 2056 2058 2060
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The above projection is subject to many variables including run-off rate, regular refinancing, and projection given is as a guide only.

$712 million Total FUM (excluding reverse mortgages) at 30 June 2012 $1 ~~82 million $465 m~~ illion Value of Residential Total FUM Mortgages of Centuria Life Bonds at 30 June 2012 at 30 June 2012 $247 million 80,312 25,108 Total numbr of Policies Total number of Total FUM of Over Fifty at 30 June 2012 Insurance Policies Guardian Friendly at 30 June 2012 Society Bonds

Annual Report / 2012

Directors

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John McBain

Executive Director and Chief Executive Officer Dip. Urban Valuation

John was appointed CEO of the Company in April 2008. He was the founder of Century Property Funds, which was acquired by Centuria Capital in 2006. John gained his valuation qualification from Auckland University in 1978 and since then has been continuously involved in commercial property investment and consulting in Australia, New Zealand and the UK.

From 1986 to 1989 he was Managing Director of a commercial property investment company based in the U.K. In 1990 he established boutique property advisory firm Hanover Property Group in Australia. Entering the financial services market in 1995, he founded Waltus Investments Australia Limited, one of the first ASIC regulated direct property fund managers. In 1998 he formed Century Funds Management and in 2006 he joined the Board of Centuria Capital and the Investment Committees of both Centuria Life (formerly the Over Fifty Group) and the Over Fifty Guardian Friendly Society.

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Jason Huljich Executive Director B.Comm, Commercial Law

Jason became the CEO of Centuria Property Funds in 2006 and joined the Board in 2007. He is responsible for providing strategic leadership and ensuring the effective operation of Centuria’s property portfolio. He has been involved in investment property syndication in Australia since 1996 and has considerable expertise in investment property selection, syndicate feasibility and syndicate management. Jason is the Vice President and sits on the National Executive Committee of the Property Funds Association, the peak industry body representing the $32 billion direct property investment industry.

14 Centuria Annual Report 2012

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Roger Dobson Chairman LLB (Hons) LL.M

Roger was appointed to the Board in 2007. He is Chairman of the Board, Chairman of the Nomination and Remuneration Committee and is also a member of the Audit, Risk Management and Compliance Committee. Roger is a senior partner of Henry Davis York and established the firm’s banking and finance practice in 1991. Roger has extensive legal knowledge of the property funds management and financial services industries, as well as corporate governance and regulatory issues.

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Peter Done Non-Executive Director B. Comm, FCA

Peter was appointed to the Board in 2007 and is the Chairman of the Audit, Risk Management and Compliance Committee. He is also a member of the Nomination and Remuneration Committee and the Investment Committees. Peter was a partner of KPMG for 27 years until his retirement in June 2006. He has extensive knowledge in accounting, audit and financial management in the property development and financial services industries, corporate governance, regulatory issues and Board processes through his many senior roles.

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Deepak Gupta Non-Executive Director BCA, MBA, Cert. Investment Analysis

Deepak was appointed to the Board in 2007 and is a member of the Nomination and Remuneration Committee, the Audit, Risk Management and Compliance Committee and the Investment Committees. Deepak has 25 years’ experience in the financial services and investment management industry. As the Executive Director of Trustees Executors Limited, he is responsible for the company’s strategic, operational and financial management. Trustees Executors currently has NZ$55 billion of funds under supervision, administration or management.

Directors’ Report for the year ended 30 June 2012

The Directors named held office during the whole of the financial year and since the end of the financial year.

Directors’ shareholdings

The following table sets out each Director’s relevant interest in shares in CCL as at the date of this report.

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Directors Fully Paid Ordinary Shares Share Options
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	Number	Number
R.W. Dobson	713,639	-
J.E. McBain	4,472,359	600,000*
J.C. Huljich	2,189,116	400,000*
P.J. Done	324,261	-
D.K. Gupta	119,808	-

These share options lapsed on 30 June 2012 and as a result no shares were issued.

Directors hold ordinary interests, with equal rights to other shareholders.

Information about the remuneration of Directors and Senior Management is set out in the Remuneration Report of this Directors’ Report.

Company Secretaries

Mr Terry Reid, Chartered Accountant, has been the Company Secretary since December 2007. He is a member of the Institute of Chartered Accountants in Australia.

Mr Matthew Coy (BBus, CPA), Chief Financial Officer, was appointed in October 2009 as an additional Company Secretary.

Corporate structure

Centuria 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 following illustration of the Group’s corporate structure. All entities are 100% owned unless otherwise stated.

Centuria Capital Limited as at 30 June 2012

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Centuria Capital Limited
ABN: 22 095 454 336
ABN: 11 086 553 839Centuria PropertyFunds Limited ABN: 47 007 108 509Capital Pty LtdOver Fifty ABN: 42 103 265 649Management Pty LtdOver Fifty Funds ABN: 67 103 003 603Centuria StrategicProperty Limited ABN: 58 007 165 200Over Fifty InsurancePty Ltd ABN: 79 087 649 054Centuria Life LimitedAFSL: 230867
AFSL: 231149
Over Fifty Investments Over Fifty Seniors Centuria Employee National
Pty Ltd Equity Release Pty Ltd Share Fund Pty Ltd Leisure Trust
ABN: 84 100 169 186 ABN: 12 095 362 388 ACN: 148 816 666
Senex Warehouse
Trust No. 1 21.80% Centuria Bulky OFM Direct Property
Goods Fund 1 Trust No. 3 ‘Chisholm’
24.84%
Note: represents 100% ownership represents partial ownership 5.58% Centuria DirectProperty Fund 38.72% Benefit Funds
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Principal activities

The principal activities of the consolidated entity (being CCL as the parent entity, and its controlled entities, together ‘the Group’) during the course of the financial year, were the marketing and management of investment products (including friendly society investment bonds and property investment funds), general insurance through agency arrangement, mortgage lending and management, property investment and management of Over Fifty Guardian Friendly Society Limited.

16 Centuria Annual Report 2012

Review of operations

The consolidated net profit for the year is $1.967 million (2011: loss of $2.891 million) after providing for an income tax expense relating to shareholders of $2.133 million (2011: $0.549 million).

The main sources of revenue were principally from the operations of Centuria Life Limited, Residential Mortgages and Property Funds Management.

Operational highlights for the financial year were as follows:

Centuria Life

Centuria Life remains a core business of the Group and continues to generate strong and stable cash earnings. As at 30 June 2012, Centuria Life administered $712 million of friendly society benefit funds.
The team has continued to focus on improving investment management capability as well as communication to existing policyholders.
Guaranteed bonds continue to deliver consistent net returns in a challenging year, in light of falling cash rates.
The Group has also focused on defining a clear product and distribution strategy, which has been influenced by the changing financial planning environment. This work will ensure that we target opportunities effectively to generate further value for the Group.

Property Funds Management

Centuria Property Funds is another core business of this Group and we see considerable growth potential in this business.

The division is well progressed with the potential acquisition of two investment properties at 30 June 2012.
Successful launch of Over 50s Guardian Benefit Funds Trust No.2 which acquired a $58 million investment property at 441 St. Kilda Road, Melbourne, VIC.
Profitable sale of 16-18 Bridge Street, Epping, NSW and 607 St Kilda Road, Melbourne, in excess of book value.

Residential Mortgages

Continued the active focus on portfolio management.
A $1.0 million provision for a final compensation payment to convertible noteholders.
Net accounting gain of $0.5 million on National Leisure Trust (NLT) investment properties and associated borrowing write-down.
A $0.65 million gain due to a change in estimate of the realisation of the fixed-for-life swaps.

Corporate governance practices

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 this annual report.

Changes in state of affairs

Except for the sale of Mortgageport, there were no significant changes in the state of affairs of the consolidated entity during the financial year.

Subsequent events

On 2 August 2012, Over Fifty Funds Management Pty Ltd as Trustee for the OFM National Leisure Trust (NLT) entered into a Heads of Agreement with a third party to sell the two properties at Moonah Links, Fingal, Victoria and Pepper Sands Resort, Torquay, Victoria which are owned by NLT. The purchase price is $15.1 million and the expected settlement date is 31 August 2012.

The sale of the properties is conditional on final approval by the lender which is expected to occur between the date of signing this report and the date of settlement. The result of this transaction is that the asset has been reclassified to a non-current asset held for sale and valued at the purchase price less expected transaction costs.

The non-recourse debt from the lender has also been written down to the purchase price plus final interest charges up to the date of settlement.

At the date of signing this report, the extension, to 31 December 2013, of the Group’s working capital facility, provided by National Australia Bank, had been approved by the financier.

Insurance

Continued strong commission income and high customer retention rate.
Targeted marketing campaigns throughout the year.

Significant expenses/adjustments incurred

The most significant expenses during the year which are considered to be of a non-recurring nature include:

The investment in Centuria Bulky Goods Fund 1 (CBGF1) was written down by $2.9 million to nil.
The CBGF1 loan receivable and associated interest accrued of $1.2 million has been written off.
Loss on sale of Mortgageport of $0.2 million.

Directors’ Report for the year ended 30 June 2012

Future developments

The Group has made considerable investments across its different businesses to support the growth targets which have been set by the Board. The Board and Management Team are focused on further strengthening the two businesses, property funds management and financial services.

Dividends

In respect of the financial year ended 30 June 2012, an interim dividend of 1.25 cents per share franked to 100% was paid to the holders of fully paid ordinary shares on 30 March 2012. In respect of the financial year ended 30 June 2011, an interim dividend of 2.5 cents per share partly franked to 30% and a final dividend of 3.5 cents per share partly franked to 30% were paid to the holders of fully paid ordinary shares.

Indemnification of officers and auditors

CCL 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 a Director or Executive Officer unless the liability relates to conduct involving a lack of good faith. CCL 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 contracts. The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or any related body corporate against a liability incurred as such an officer or auditor.

Directors’ meetings

The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held during the financial year and the number of meetings attended by each Director (while they were a Director or committee member).

Directors	Board of Directors	Audit, Risk Management & Compliance Committee	Investment Committee	Nomination & Remuneration Committee
Held Attended Held Attended Held Attended Held Attended
J.E. McBain 14 14 - - 12 12 - -
J.C. Huljich 14 14 - - - - - -
R.W. Dobson 14 13 10 10 - - 3 3
P.J. Done 14 13 10 10 12 11 3 3
D.K. Gupta 14 12 10 9 12 9 3 3

18 Centuria Annual Report 2012

Non-audit services

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 24 to the financial statements.

The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The Directors are of the opinion that the services as disclosed in note 24 to the Financial Statements do not compromise the external auditor’s independence, based on advice received from the Audit, Risk Management & Compliance Committee, for the following reasons:

All non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and
None of the services undermine the general principles relating to auditor independence as set out in Code of Conduct APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional & Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.

Auditor’s independence declaration

The auditor’s independence declaration is included on page 29 of the Annual Report and forms part of the Directors’ Report for the year ended 30 June 2012.

Rounding off of amounts

The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the Directors’ Report and the Financial Report are rounded off to the nearest thousand dollars, unless otherwise indicated.

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Remuneration Report for the year ended 30 June 2012

This Remuneration Report, which forms part of the Directors’ Report, sets out information about the remuneration of CCL’s Directors and its Senior Management for the financial year ended 30 June 2012. The prescribed details for each person covered by this report are detailed below under the following headings:

1 Director and Senior Management details;
2 Remuneration policy;
3 Relationship between the remuneration policy and company performance;
4 Non-Executive Director remuneration;
5 Remuneration of Executive Directors and Senior Management;
6 All other employees’ remuneration; and
7 Key terms of employment contracts.

1. Director and Senior Management details

The following persons acted as directors of the Company during or since the end of the financial year:

Mr R.W. Dobson (Independent Chairman)

Mr P.J. Done (Independent Director)

Mr D.K. Gupta (Independent Director)

Mr J.E. McBain (Chief Executive Officer and Executive Director)

Mr J.C. Huljich (Executive Director)

The term ‘Senior Management’ is used in this remuneration report to refer to the following persons. Except as noted, the named persons held their current position for the whole of the financial year and since the end of the financial year:

Mr M.J. Coy (Chief Financial Officer and additional Company Secretary)

Mr T.D. Reid (Company Secretary and General Manager Centuria Life Limited)

Mr D.B. Govey (Head of Assets)

• Ensuring severance payments due to the Chief Executive Officer 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.

3. Relationship between the remuneration policy and company performance

The main objective in rewarding the Company’s executives for their performances is to ensure that shareholders’ wealth is maximised through the Company’s continued growth moving forward. It is necessary to structure and strengthen this focus to drive this strategy so that they are aligned with the Company’s objectives and successes.

Under the remuneration policy, Senior Management’s remuneration includes a fixed remuneration component, short-term and long-term incentive arrangements. The long-term incentives are based on CCL’s performance for the year in reference to specific Earnings Per Share (EPS) hurdles being met. The short-term incentives are based on the individual’s performance in the preceding 12 months compared to pre-agreed goals.

Where Senior Management is remunerated with shares, the Remuneration Policy places no limitations to their exposure to risk in relation to the shares. Target incentive remuneration refers to the incentive pay provided for meeting performance requirements. Actual incentive remuneration can vary for Executive Directors and Senior Management depending on the extent to which they meet performance requirements.

In accordance with the Company’s corporate governance, the structure of Non-Executive Director and executive remuneration is separate and distinct.

4. Non-Executive Director remuneration

• Objective

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.

2. Remuneration policy

• Structure

CCL 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, CCL must be able to attract, motivate and retain capable individuals. CCL’s remuneration policy focuses on the following:

Ensuring competitive rewards are provided to attract and retain executive talent;
Linking remuneration to performance so that higher levels of performance attract higher rewards;
Aligning rewards of all staff, but particularly executives, to the creation of value to shareholders;
Making sure the criteria used to assess and reward staff include financial and non-financial measures of performance;

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 per year.

• Directors’ fees

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

Ensuring the overall cost of remuneration is managed and linked to the ability of the Company to pay; and

20 Centuria Annual Report 2012

5. Remuneration of Executive Directors and Senior Management

• Objective

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

Reward executives for company, business unit and
individual performance against targets set by reference to appropriate benchmarks;
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.

• Structure

(a) 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 Company, business unit and individual performance as well as relevant comparative remuneration in the market. The same process is used by the Nomination & Remuneration Committee when reviewing the fixed remuneration of the CEO.

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

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

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 executive by the CEO after consultation with the Nomination & Remuneration Committee. While the allocation may vary from period to period, the table below details the approximate fixed and variable components for the executives.

(b) Variable remuneration

Under CCL’s Senior Management Remuneration Policy, long and short-term performance incentives may be made under the Company’s incentive plans. These are discussed further below.

(b)(i) Short-term incentives (STI)

The objective of the STI program is to link the achievement of the Group’s operational and financial 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 executive to achieve operational targets and such that the cost to the Group is reasonable in the circumstances.

% of Total Target Annual Remuneration	% of Total Target Annual Remuneration	% of Total Target Annual Remuneration
	Fixed Remuneration	Variable Remuneration
% %
Executive Directors
Mr J.C. Huljich 74% 26%
Mr J.E. McBain 74% 26%
Senior Management
Mr M.J. Coy 74% 26%
Mr T.D. Reid 77% 23%
Mr. D.B. Govey 77% 23%

Remuneration Report for the year ended 30 June 2012 (continued)

Performance Rights Plan (PRP)

(ii) Incentive Performance Rights

These provide eligible employees with a short-term incentive, and the Board may elect to award an employee with either Performance Rights or a cash bonus or a combination of both, bearing in mind the total remuneration the employee is awarded in a particular year.

At the 2009 AGM, shareholders approved the issue of up to 3 million Performance Rights for nil consideration. The PRP applies to executive directors, senior management and other employees within the Group.

A Performance Right represents the right to subscribe for or acquire one CCL share in the Company for nil consideration (unless otherwise determined by the Board at the time of grant). Performance Rights may not be transferred, or encumbered without the approval of the Board and will not be listed for quotation on any stock exchange.

The Performance Rights will vest on, and are exercisable after, dates specified at the time of grant subject (other than for Compensation Performance Rights) to the achievement of certain performance hurdles by the Company. If the capital of the Company is reconstructed then the hurdles will be adjusted as necessary for the plan.

The Board may determine from time to time the performance conditions (if any) that will apply to Performance Rights. Only Performance Rights which satisfy these conditions or which vest following a Change of Control Event will vest and become exercisable.

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Only persons employed on the relevant Performance Rights Grant Date by the Company or one of its subsidiaries will be eligible to receive a grant of Performance Rights. The Performance Rights of an eligible employee will be forfeited upon termination of the eligible employee ceasing to be an employee or director of the Company (other than as a result of certain circumstances such as death, total and permanent disability or redundancy or the sale of a CCL company or business which employs the CCL employee or as otherwise determined by the Board).

The PRP has two parts:

(i) Compensation Performance Rights

These were designed to compensate eligible employees for salary reductions made as of 1 May 2009, with the number of Performance Rights issued determined by reference to the salary reductions from 1 May 2009 to 30 June 2010. The number of Compensation Performance Rights issued in respect of the 2011 financial year was 685,308 at a price of $0.52.

	Performance Rights Grant Date	Number of Performance Rights Granted	EPS Hurdle	Vesting Date

Compensation Performance Rights 10 February 2010 0.7 million No EPS hurdle 1 July 2010
Incentive Performance Rights 30 June 2010 0.3 million 8.96 cents 30 September 2010
Incentive Performance Rights 30 June 2011 0.7 million 7.50 cents (i) 30 June 2011
Incentive Performance Rights 30 June 2012 - 8.0 cents (ii) -
Incentive Performance Rights 30 June 2013 - (iii) (iii)

(i) Based on underlying net profit after tax.

(ii) Based on underlying net profit after tax, the EPS hurdle wasn’t met at 30 June 2012; hence no performance rights were issued.

(iii) EPS hurdle and vesting date will be set prior to the time of grant. There are 1.3 million performance rights available for potential future issuance by the Nomination and Remuneration Committee.

22 Centuria Annual Report 2012

(b)(ii) Long-term Incentives (LTI)

An Executive Option Plan (EOP) was approved at the 2009 AGM. The EOP represents the long-term incentive for senior executives. The award of Executive Options under this plan was subject to EPS hurdles and a vesting date of 30 June 2012. The EPS hurdles have not been met and therefore all executive options have now expired.

• Objective

The Company aims to reward all other employees with a level of remuneration commensurate with their position and responsibilities within the Company and ensuring that it is competitive by market standards.

• Structure

In determining the level of all other employees’ remuneration, the CEO may seek independent advice regarding market levels of remuneration for comparable roles. Remuneration packages are fixed and inclusive of statutory superannuation contributions. After completion of a qualifying period, employees may be eligible to participate in the Company’s incentive programs which will vary from time to time depending on company policies and the changing needs of the business. Bonus payments are determined at the absolute discretion of the Company. Eligible employees will be advised annually of their participation in any bonus program.

CCL’s overall objective is to reward senior management based on the Company’s performance and build on shareholders’ wealth but this is subject to market conditions for the year. The table below sets out summary information about the Group’s earnings for the five years to June 2012:

Summary of earnings

	30 June 2012 $’000	30 June 2011 $’000	30 June 2010 $’000	30 June 2009 $’000	30 June 2008 $’000

Total income 46,239 51,804 51,583 73,447 55,344
Net proft/(loss) before tax 3,702 1,347 12,880 (19,527) (1,065)
Net proft/(loss) after tax 1,967 (2,891) 6,318 (12,413) (2,707)

	30 June 2012	30 June 2011	30 June 2010	30 June 2009	30 June 2008

Share price at start of year $0.57 $0.52 $0.42 $0.91 $2.22
Share price at end of year $0.42 $0.57 $0.52 $0.42 $0.91
Interim dividend 1.25cps (i) 2.5cps 2.5cps 0.0cps 5.0cps
Final dividend 0.0cps 3.5cps 2.5cps 0.0cps 3.0cps
Basic earnings per share 2.5cps (3.7)cps 9.3cps (21.4)cps (4.6)cps
Diluted earnings per share 2.5cps (3.7)cps 8.4cps (21.4)cps (4.6)cps

(i) 30 June 2012: franked to 100%.

Remuneration Report for the year ended 30 June 2012 (continued)

Remuneration of Directors and Senior Management (continued)

Remuneration for the year ended 30 June 2012:

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Short-Term Employee Benefits
Salaries $ Fees $ Bonus $ Car Allowance $
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Directors
R.W. Dobson	-	91,700	-	-
J.E. McBain	486,000	-	-	-
J.C. Huljich	335,973	-	-	20,000
P.J. Done	-	100,000	-	-
D.K. Gupta	-	75,000	-	-
Sub-total	821,973	266,700	-	20,000
Senior Management
M.J. Coy	334,225	-	-	-
T.D. Reid	207,872	-	-	-
D.B. Govey	295,780	-	-	-
Sub-total	837,877	-	-	-
Grand total	1,659,850	266,700	-	20,000

No Directors or Senior Management person appointed during the period received a payment as part of his or her consideration for agreeing to hold the position.

Valuation of Performance Rights for Directors and senior management

The value of the Performance Rights granted in 2012 was $nil (2011: $136,064).

Non-Executive Directors’ Remuneration

The aggregate Non-Executive Directors’ remuneration paid in 2012 was $332,450 (2011: $332,450).

24 Centuria Annual Report 2012

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----- Start of picture text -----

Post Employment Benefits Share-Based Payment
Superannuation $ Performance Rights $ Options $ Total $
----- End of picture text -----


50,000	-	-	141,700
24,000	-	-	510,000
17,027	-	-	373,000
9,000	-	-	109,000
6,750	-	-	81,750
106,777	-	-	1,215,450

15,775	-	-	350,000
18,534	-	-	226,406
24,220	-	-	320,000
58,529	-	-	896,406
165,306	-	-	2,111,856

Remuneration Report for the year ended 30 June 2012 (continued)

Remuneration of Directors and Senior Management (continued)

Remuneration for the year ended 30 June 2011:

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----- Start of picture text -----

Short-Term Employee Benefits
Salaries $ Fees $ Bonus $ Car Allowance $
----- End of picture text -----

Directors
R.W. Dobson	-	130,000	-	-
J.E. McBain	354,243	-	100,000	20,000
J.C. Huljich	253,008	-	71,000	20,000
P.J. Done	-	100,000	-	-
D.K. Gupta	-	75,000	-	-
Sub-total	607,251	305,000	171,000	40,000
Senior Management
M.J. Coy	256,881	-	-	-
T.D. Reid	200,279	-	-	-
D.B. Govey	219,450	-	-	-
Sub-total	676,610	-	-	-
Grand total	1,283,861	305,000	171,000	40,000

No Directors or senior management person appointed during the period received a payment as part of his or her consideration for agreeing to hold the position.

Performance Rights

In accordance with the October 2009 AGM, performance rights were also granted to staff instead of cash bonuses, in respect of the 2011 year.

26 Centuria Annual Report 2012

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----- Start of picture text -----

Post Employment Benefits Share-Based Payment
Superannuation $ Performance Rights $ Options $ Total $
----- End of picture text -----


11,700	-	-	141,700
33,682	-	26,606	534,531
24,571	-	17,737	386,316
9,000	-	-	109,000
6,750	-	-	81,750
85,703	-	44,343	1,253,297

23,119	69,609	14,412	364,021
17,070	6,986	4,434	228,769
19,750	59,469	4,434	303,103
59,939	136,064	23,280	895,893
145,642	136,064	67,623	2,149,190

Remuneration Report for the year ended 30 June 2012 (continued)

6. All other employees’ remuneration

Performance rights of $nil were granted to staff in respect of the 2012 year ($230,981 in respect of the 2011 year).

7. Key terms of employment contracts

CEO

Mr John McBain, was appointed as CEO of CCL in April 2008. He is also an Executive Director of CCL. Mr McBain is employed under contract. The summary of the major terms and conditions of Mr McBain’s employment contract are as follows:

Fixed compensation plus superannuation contributions.
Car parking within close proximity to CCL’s office.
Eligible to participate in the bonus program determined
at the discretion of the Board.
CCL may terminate this employment contract by
providing 6 months written notice or provide payment in lieu of the notice period. Any payment in lieu of notice will be based on the Total Fixed Compensation Package.
CCL may terminate the employment contract at any time
without notice if serious misconduct has occurred. When termination with cause occurs the CEO is only entitled to remuneration up to the date of termination.

Other executives (standard contracts)

All executives are employed under contract. The Company may terminate the executive’s employment agreement by providing 1- 6 months written notice or providing payment in lieu of the notice period (based on the Total Fixed Compensation package).

Upon a participant’s termination of employment with CCL, the unvested and vested performance rights of the participant will be dealt with as specified in the table below.

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Type of Unvested Vested
Termination Rights Rights
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Type of Termination	Unvested Rights	Vested Rights

Redundancy or retrenchment Lapse after 12 months from date of termination of employment. Lapse after 60 days from the date of termination.
Special circumstances (death or disability) Lapse. Lapse after 180 days from the date of termination.
Dismissal for serious misconduct (e.g. fraud) Lapse. Lapse from the date of termination.
Termination in any other instance (e.g. Resignation) Lapse. Lapse from the date of termination.

On behalf of the Board

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R.W. Dobson Chairman

P.J. Done Director

Chairman - Audit, Risk Management & Compliance Committee

28 Centuria Annual Report 2012

Auditor’s Independence Declaration

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a swiss entity.

2012 Corporate Governance Statement

This statement sets out the eight core principles identified by the ASX Corporate Governance Council (the Council) as underlying good corporate governance and outlines the approach of Centuria Capital Limited (Centuria, CCL or the Company) to each of the principles.

As recognised by the Council, corporate governance is the system by which companies are directed and managed. It influences how the objectives of the company are set and achieved, how risk is monitored and assessed and how performance is optimised. There is no single model of good corporate governance. At Centuria, corporate governance will evolve with our changing circumstances and will be tailored to meet those circumstances.

Principle 1: Lay solid foundations for management and oversight

The Role of the Board

The Board of Directors is responsible for setting the strategic direction and establishing the policies of Centuria. It is responsible for overseeing the financial position, and for monitoring the business and affairs of Centuria on behalf of the shareholders, by whom the directors are elected and to whom they are accountable. It also addresses issues relating to internal controls and approaches to risk management. It ensures that there are processes in place to conform to legal requirements and corporate governance standards and that risk exposures are adequately managed.

For full details of the role of the Board please refer to our Board Charter, a link to which is contained under the Corporate Governance page of our website.

Delegation to Senior Executives

The role of the Chief Executive Officer (CEO) and Senior Executives is to manage Centuria in accordance with the direction given by the Board. The CEO’s responsibilities include:

Formulating and reviewing, with the Board, the vision and
strategy for Centuria;
Developing actions and plans to achieve the vision and
implement the strategy and to report to the Board on the progress against those plans;
Appointing a management team and negotiating terms
and conditions of their employment; and
Approving the remuneration levels of all staff

Performance review of Senior Executives

The performance of the CEO is reviewed periodically by the Nomination and Remuneration Committee and the Board. This assessment is made against pre-determined criteria including Key Performance Indicators relating to Centuria’s performance as determined in Centuria’s Strategic Plan.

Performance reviews of Senior Executives are carried out by the CEO who reports the findings to the Nomination and Remuneration Committee. The CEO conducts the reviews each year by comparing performance against agreed measures, evaluating any efficiencies or improvements during the course of the year and deciding upon targets for next year.

Principle 2: Structure the Board to add value

Directors

The Directors’ Report in the Annual Report contains details of the directors’ skills, experience and qualifications. It also states the date the individual Director was appointed to the Board, their status as Non-Executive or Executive Directors and the committees on which they sit. The Directors seek to ensure the Board consists of Directors with an appropriate range of experience, skills, knowledge and vision to enable it to operate Centuria’s business with excellence. The number of Directors is limited by Centuria’s constitution to a minimum of 5 and a maximum of 13. The Board considers that the ideal size is 5 to 8 directors. There have been no new appointments to the Board since 2007. Any future new appointments shall continue to adhere to Centuria’s desire to maintain the appropriate skills, experience and qualification mix, keeping in mind a commitment to diversity of gender and background.

Currently the Board consists of 5 Directors. Three of the five Directors, namely Roger Dobson, Peter Done and Deepak Gupta are considered to be independent as per independence criteria set out in the Board Charter. The three Independent Directors do not have relationships with Centuria which affect their independent status, such as substantial shareholdings or direct employment. They do not provide material professional consultancy services, they are not a material supplier or customer and they do not have a material contractual relationship with Centuria or other group member except as a Director. Our CEO, John McBain and Jason Huljich are Executive Directors. Directors are required to disclose at each Board meeting any interests that may affect their independence. Independent directors reconfirm their independent status to the Board by way of a written confirmation on an annual basis.

Directors are selected and appointed in accordance with documented procedures. For full details on the procedures for the selection and appointment of directors please see our policy, a link to which is contained under the Corporate Governance page of our website.

Chairman

Centuria’s Chairman, Roger Dobson is considered to be an Independent Director for the reasons given above. There is a clear division of responsibility at the head of the Company as the roles of Chairman and the CEO are not performed by the same person. The Board Charter also provides that the Chairman shall be an Independent Non-Executive Director. A Statement of Position Authority is in place for the CEO which details the responsibilities and authorities for that position.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee formulates criteria for appointment of directors to the Board, identifies potential candidates and recommends remuneration of Directors and senior management. A link to the charter of the Nomination and Remuneration Committee can be found on the Corporate Governance page of our website. Specific activities of the Nomination and Remuneration Committee include:

Annual review of Board composition to ensure that
the necessary skills are represented, together with the appropriate continuity and balance;

30 Centuria Annual Report 2012

Assessment of the effectiveness and composition of Board committees;
Regular evaluation of the performance of the CEO;
Recommending remuneration for Non-Executive Directors;
Recommending a competitive remuneration and reward program for the CEO and other senior management; and
Ensuring that other human resource management programs, including performance assessment programs, are in place.

The Nomination and Remuneration Committee consists of three Directors, all of whom are independent and is chaired by an Independent Director. Details of membership of the Nomination and Remuneration Committee including meeting attendance is set out in at the end of the Corporate Governance Statement. Each Director’s skills, experience and expertise is contained in the Directors’ Report.

Board performance

The Board reviews and assesses its performance each year. Detailed consideration is given to the following areas:

The Board’s composition;
The operations and effectiveness of the Board and its Committees;
Decision making processes, including agendas, frequency of meetings and content of papers;
Communications between Board and Executives;
Determination of company strategy; and
The Board’s policies for Board renewal.

Continuing education to update and enhance Director knowledge is seen as an important factor in ensuring optimum performance by each Director.

Clause 5 of the Board Charter gives directors the authority to seek professional advice as considered necessary in the performance of its duties at Centuria’s expense. The Directors also have full access to the Company Secretary to assist them to carry out their role.

Re-election of Directors

The Company’s constitution stipulates that a number of Directors not exceeding one-third of their number should retire by rotation at each Annual General Meeting (AGM). A Director must offer themself for re-election at the third AGM since their election or re-election. The CEO, if also a Director, is not subject to the retirement by rotation process, and is not included when calculating the number of directors required to retire by rotation.

Principle 3: Promote ethical and responsible decision-making

Code of Conduct

The Board has established a Directors’ and Employee Code of Conduct that sets the standard by which all officers and employees of the company are to conduct themselves in the course of their duties. Potential breaches of the Code of

Conduct can be reported to management, the Audit, Risk Management & Compliance Committee or an external auditor using the guide outlined in Centuria’s Whistleblower Policy. A link to the Code of Conduct can be found under the Corporate Governance page of our website.

Trading in Centuria’s securities

The Board has established a policy concerning trading in Centuria’s securities by Directors, Officers and employees. The policy prohibits Directors and employees trading in Centuria’s securities if they are aware of any price sensitive information and also, at nominated times when a ‘black-out period’ is imposed. A link to Centuria’s Directors & Employees’ Securities Trading Policy can be found under the Corporate Governance page of our website.

Diversity at Centuria

Amendments to the ASX Corporate Governance Principles and Recommendations have focussed the Board’s attention on formalising into policy the Company’s belief that a diverse workforce with equality of opportunity will achieve strong business results. Measurable targets to achieve Centuria’s diversity objectives are currently under consideration by the Board. Once adopted, progress toward realising the targets will be reported on an annual basis. Whilst ultimately all new appointments, whether of a Director or an employee will be made on the basis of merit, meeting the targets will provide evidence of the effectiveness of the policy.

Principle 4: Safeguard integrity in financial reporting

Audit, Risk Management and Compliance Committee

Our Audit, Risk Management & Compliance Committee consists of three Independent Directors and is chaired by an independent chair who is not the chair of Centuria’s Board. All members are financially literate either holding financial or accounting qualifications and/or having professional experience in a financial or accounting related field. The Committee chairman, Peter Done is a chartered accountant with over 40 years of experience. Deepak Gupta has 20 years’ experience in the financial services and investment management industry. The third member of the committee, Roger Dobson is a senior partner in the banking and finance practice at the legal firm of which he is a partner. The Committee meets at least six times per year. The external and internal auditors of the Group attend on a regular basis. Detail of the Audit, Risk Management & Compliance Committee member’s names, appointment date, status, qualifications and meeting attendance is set out at the end of this Corporate Governance Statement.

Charter

The Board has formulated an Audit, Risk Management & Compliance Committee Charter, a link to which is contained under the Corporate Governance page of our website

External auditor

Procedures have been established in relation to the external auditor selection, appointment and lead partner rotation. A link to the procedures relating to the external auditor selection, appointment and lead partner rotation can be found under the Corporate Governance page of our website.

Corporate Governance Statement (continued)

Principle 5: Make timely and balanced disclosure

The Company has policies and procedures on information disclosure. The focus of these policies and procedures is to effect Centuria’s commitment to:

Comply with the general and continuous disclosure
principles contained in the ASX Listing Rules an the Corporations Act;
Prevent the selective or inadvertent disclosure of price sensitive information;
Ensure that shareholders and the market are provided with full and timely information about its activities; and
Ensure that all market participants have equal opportunity to receive externally available information issued by Centuria.

A summary of our Continuous Disclosure Policy can be found under the Corporate Governance page of our website.

Responsibility for compliance with Centuria’s continuous disclosure obligations rests with the Company Secretaries. Price sensitive information is publicly released through the ASX before disclosing it to analysts or others outside the company. Information is posted on Centuria’s website as soon as reasonably practicable after the Stock Exchange confirms an announcement has been made, with the aim of making the information accessible to the widest audience.

Principle 6: Respect the rights of shareholders

Centuria aims to provide prompt, accurate and accessible information to its shareholders. It has established a Communications Policy detailing steps to be taken to achieve this objective, a copy of which can be viewed under the Corporate Governance page of our website. The main mechanisms through which Centuria communicates with its shareholders are:

The Annual Report and Half-Year Financial Reports;

Principle 7: Recognise and manage risk

The Centuria Board has established a Risk Management Framework for the Group, a summary of which can be viewed under the Corporate Governance page of our website. Risk management is an integral part of the governance of Centuria and is one of the main responsibilities of the Board and Senior Management. The Board is ultimately responsible for approving and reviewing Centuria’s Risk Management Framework. The monitoring and management of risk on an ongoing basis is the responsibility of management as represented by the heads of the respective business units of Centuria.

At Centuria, managing risk is a continuous process for both Management and the Board. Centuria’s comprehensive risk management framework requires a detailed annual business risk review, which seeks to define all the major risks that could prevent or impact the Company from achieving its objectives. This review has been completed for this financial year and the Board has accepted Management’s report that material business risks have been managed effectively.

The management of risk is continually addressed during the year at the business unit level. Periodically, a review of the effectiveness of Centuria’s risk management framework is undertaken. Combined with this, is an embedded compliance culture to ensure Centuria meets the requirements of the Australian Securities and Investments Commission for conducting a financial services business and operating managed investment schemes. A robust compliance framework has been implemented which requires the business to monitor its activities and those of its outsourced service providers. The compliance function at Centuria reports directly to the Audit, Risk Management & Compliance Committee and the Board.

An outsourced internal audit function has also been established with a focus on Centuria’s control environment. The annual internal audit plan is determined having regard to the risk profile of the business arising from the annual business risk review.

Announcements made to the Australian Stock Exchange;
The Annual General Meeting (AGM);
Notices and explanatory memoranda of AGMs; and
Centuria’s website www.centuria.com.au.

Centuria’s website forms an important part of the strategy for communicating with shareholders. Centuria’s website has a shareholders page which includes share details, company reports, company announcements and press releases (including copies of any significant presentations made to analysts), and items relating to AGMs.

In designing notices and explanatory statements / memoranda of AGMs, Centuria gives consideration to the guidelines given by the ASX Corporate Governance Council in its Corporate Governance Principles and Recommendations.

At the time of providing a notice of meeting and explanatory memoranda for the AGM a form is provided for shareholders to mail back to Centuria if they wish to raise any issues. At the AGM, the Company will, where appropriate, endeavour to address issues raised by shareholders in these forms. During the course of the AGM the floor is opened for questions.

The Audit, Risk Management & Compliance Committee has the following risk management responsibilities:

Assessing risks arising from the Group’s operations and ensuring the adequacy of measures taken to moderate those risks;
Reviewing and assessing the effectiveness of the Group’s Risk Management Framework and internal control practices and ensure there is a continuous process for the management of significant risks throughout the Group; and
Monitoring compliance with the Company’s Risk Management Framework.

Quarterly risk management reporting is provided to the Audit, Risk Management and Compliance Committee by management.

The CEO and CFO have declared in writing to the Board for both the half-year and full-year financial statements that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

32 Centuria Annual Report 2012

Principle 8: Remunerate fairly and responsibly

Nomination & Remuneration Committee

The Nomination and Remuneration Committee consists of three Directors, all of whom are independent and is chaired by an independent Director. Detail of membership of the Nomination and Remuneration Committee including meeting attendance is set out at the end of this Corporate Governance Statement.

Remuneration related responsibilities of the Nomination and Remuneration Committee include:

Recommending fees for Directors;
Recommending a competitive remuneration and reward program for the CEO and other senior management; and
Ensuring that other human resource management programs, including performance assessment programs and incentive schemes, are in place.

Non-Executive Director remuneration structure

The Board has established a policy relating to the remuneration of Non-Executive Directors. Centuria 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. Non-Executive Directors’ 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 Centuria’s long-term and short term incentive plans.

Further information regarding Director and senior executive remuneration can be found in the Remuneration Report.

Centuria recognises 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, Centuria must be able to attract, motivate and retain capable individuals.

Senior Executive remuneration structure

The key principles that underpin Centuria’s Senior Executive Remuneration Policy are:

Competitive rewards are provided to attract and retain executive talent;
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.

The remuneration policy assists Centuria to achieve its business strategy and objectives. Centuria recognises that, while remuneration is a key factor in recruiting the right people, it is not the only factor. Centuria’s values and its ability to provide interesting and challenging career opportunities, also play an important role.

Directors’ Declaration for the year ended 30 June 2012

The Directors declare that:

(a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;
(b) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity;
(c) in the Directors’ opinion, the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board as stated in Note 2 to the financial statements; and
(d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations Act 2001.

On behalf of the Directors

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R.W. Dobson Chairman

P.J. Done

Director

Chairman - Audit, Risk Management & Compliance Committee

Sydney 24 August 2012

34 Centuria Annual Report 2012

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Statement of Comprehensive Income for the financial year ended 30 June 2012

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----- Start of picture text -----

Consolidated
2012 2011
Note
$’000 $’000
----- End of picture text -----


Revenue	3(i)	32,131	32,696
Centuria Life revenue	3(iii)	12,629	13,453
Net (loss)/revenue from Beneft Funds	3(iii)	(398)	3,689
Other income	3(ii)	1,877	1,966
Total income		46,239	51,804

Finance costs	4	(16,139)	(16,768)
Employee benefts expense	5(a)	(8,893)	(7,186)
Administrative and other expenses	5(b)	(10,024)	(12,904)
Centuria Life expenses	3(iii)	(4,874)	(4,316)
Share of loss of associates	12	(2,607)	(840)
Impairment of investments in associates	12	-	(3,933)
Devaluation of investmentproperties	5(c)	-	(4,510)
Proft before tax		3,702	1,347

Income tax expense relating to shareholders	6(a)	(2,133)	(549)
Income tax beneft/(expense) relating to Beneft Funds	3(iii)	398	(3,689)
Total income tax expense	6(a)	(1,735)	(4,238)
Proft/(Loss) for the year		1,967	(2,891)

Other comprehensive income:
Gain on cash fow hedges taken to equity		885	1,032
Share of other comprehensive income of associates		-	1,204
Income tax relating to components of other comprehensive income	6(b)	(207)	(671)
Other comprehensive income for the year (net of tax)		678	1,565
Total comprehensive income/(loss) for theyear		2,645	(1,326)

Earnings per share
Basic (cents per share)	7	2.5	(3.7)
Diluted (cents per share)	7	2.5	(3.7)

The Consolidated result aggregates the financial results of the Centuria Capital Limited corporate entities and the Benefit Funds (refer to Note 2(a)).

36 Centuria Annual Report 2012

Statement of Financial Position as at 30 June 2012

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----- Start of picture text -----

Consolidated
2012 2011
Note
$’000 $’000
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Assets
Cash and cash equivalents	26	15,409	11,625
Trade and other receivables	8	11,377	10,854
Non current assets held for sale	10	15,000	-
Financial assets at fair value through proft and loss	9	399	2,331
Other fnancial assets	9	202,083	198,194
Prepayments		1,790	1,816
Investment property	11	-	22,500
Investment in associates	12	686	7,453
Plant & equipment	13	763	1,349
Assets in respect of Beneft Funds	20	465,280	509,450
Deferred tax assets	6(d)	9,906	9,494
Intangible assets	14	53,459	53,809
Total Assets		776,152	828,875

Liabilities
Trade and other payables	15	5,769	5,492
Borrowings	16	180,919	196,899
Income tax payable	6(c)	6,277	5,663
Other liabilities	18	727	6,654
Derivative fnancial liabilities	19	25,758	13,531
Liabilities in respect of Beneft Funds	20	465,280	509,450
Provisions	17	1,046	705
Total Liabilities		685,776	738,394

Net Assets		90,376	90,481

Equity
Contributed equity	21	90,276	100,235
Reserves	21	(667)	(868)
Retained earnings/(accumulated losses)	21	767	(8,886)
Total Equity		90,376	90,481

The Consolidated result aggregates the financial results of the Centuria Capital Limited corporate entities and the Benefit Funds (refer to Note 2(a)).

Statement of changes in equity for the financial year ended 30 June 2012

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Consolidated
Share Retained Cash Flow
Capital Earnings Hedge Reserve
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	$’000	$’000	$’000
Balance at 1 July 2010	100,018	(2,203)	(2,067)
Proft for the year	-	(2,891)	-
Other comprehensive income for the year	-	-	722
Total comprehensive income for the year	-	(2,891)	722

Issued during the year:
Executive share option plan (note 21)	-	-	-
Employee share scheme (note 21)	558	-	-
Dividend Reinvestment Plan	1,030	-	-
Convertible notes (note 18)	359	-	-
Payment of dividends (note 22)	-	(3,792)	-
Share cancellation	(169)	-	-
Share buy-back	(1,561)	-	-

Balance at 30 June 2011	100,235	(8,886)	(1,345)
Balance at 1 July 2011	100,235	(8,886)	(1,345)
Proft for the year	-	1,967	-
Other comprehensive income for the year	-	-	678
Total comprehensive income for the year	-	1,967	678

Issued during the year:
Employee share scheme (note 21)	477	-	-
Dividend Reinvestment Plan	1,044	-	-
Payment of dividends (note 22)	-	(3,872)	-
Distributions (note 22)	-	78	-
Transfer to retained earnings (note 21)	(11,480)	11,480	-
Balance at 30 June 2012	90,276	767	(667)

The Consolidated result aggregates the financial results of the Centuria Capital Limited corporate entities and the Benefit Funds (refer to Note 2(a)).

38 Centuria Annual Report 2012

Consolidated

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Share of
Associates’ Share-based Attributable to Equity
Reserves Incentive Reserve Holders of the Parent Total
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$’000	$’000	$’000	$’000
(843)	738	95,643	95,643
-	-	(2,891)	(2,891)
843	-	1,565	1,565
843	-	(1,326)	(1,326)


-	(229)	(229)	(229)
-	(32)	526	526
-	-	1,030	1,030
-	-	359	359
-	-	(3,792)	(3,792)
-	-	(169)	(169)
-	-	(1,561)	(1,561)

-	477	90,481	90,481
-	477	90,481	90,481
-	-	1,967	1,967
-	-	678	678
-	-	2,645	2,645


-	(477)	-	-
-	-	1,044	1,044
-	-	(3,872)	(3,872)
-	-	78	78
-	-	-	-
-	-	90,376	90,376

Statement of Cash Flows for the financial year ended 30 June 2012

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Consolidated
2012 2011
Note $’000 $’000
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Cash fows from operating activities
Interest received		661	927
Dividends received		61	-
Management fees received		20,224	19,414
Rent, trust distributions and other income received		7,804	15,614
Beneft Funds payments		(34,341)	(32,573)
Payments to suppliers and employees		(24,131)	(26,669)
Income tax (paid)/received		(1,719)	512
Net cash used in operating activities	26	(31,441)	(22,775)

Cash fows from investing activities
Interest (paid) on residential mortgage bill facility		(9,198)	(9,920)
Drawdowns from residential mortgage bill facility		2,522	4,392
Beneft Funds receipts		51,248	16,666
Payments for plant and equipment		-	(522)
Proceeds from/(payments for) investments in other fnancial assets		4,175	(1,716)
Receipt from sales of fnancial assets		975	-
Payment for acquisition of intangible assets		-	(1,273)
Net cash provided by investing activities		49,722	7,627

Cash fows from fnancing activities
Loans to related entities		(633)	(2,398)
Beneft Funds receipts/(payments)		1,008	(6,392)
Covertible notes payments		(5,684)	(840)
Payment for share buy-back		-	(1,733)
Repayments of residential mortgage loans		25,784	26,663
NAB working capital facility drawdowns		5,000	8,585
Repayment of residential mortgage bill facility		(13,295)	(16,147)
Net dividends and distributions paid		(2,825)	(3,792)
Financing other (paid)		(5,935)	(13,466)
Net cash provided/(used in) by fnancing activities		3,420	(9,520)

Net increase/(decrease) in cash and cash equivalents		21,701	(24,668)
Cash and cash equivalents at the beginning of the fnancial year		30,700	55,368
Cash and cash equivalents at the end of the fnancial year	26	52,401	30,700

Cash attributable to beneft funds	26	36,992	19,075
Cash attributable to shareholders	26	15,409	11,625
		52,401	30,700

The Consolidated result aggregates the financial results of the Centuria Capital Limited corporate entities and the Benefit Funds (refer to Note 2(a)).

40 Centuria Annual Report 2012

Notes to the Consolidated Financial Statements for the year ended 30 June 2012

1. General information

Centuria Capital Limited (the Company or CCL or Group) is a public company listed on the Australian Stock Exchange (trading under the symbol CNI), incorporated and operating in Australia.

CCL’s registered office and its principal place of business are as follows:

Registered office Principal place of business

Level 23, Level 23,

111 Pacific Highway 111 Pacific Highway

Sydney NSW 2060 Sydney NSW 2060

Tel: 1300 50 50 50 Tel: 1300 50 50 50

The Company is a for-profit entity and its principal activities are the marketing and management of investment products, general insurance through agency arrangements, mortgage lending and property funds management.

2. Significant accounting policies

Statement of compliance

The consolidated financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (AASBs) adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. The consolidated financial statements comply with International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB).

The consolidated financial statements were authorised for issue by the directors on 24 August 2012.

Basis of preparation

The financial statements have been prepared on the basis of historical cost, except for investment properties and those financial assets and financial liabilities which have been valued at fair value through profit or loss. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, which is the Company’s functional currency, unless otherwise noted.

The Company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.

Going concern

The Directors have prepared the financial report on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business. The going concern assumption has been formed after considering a number of factors including the cash-flow forecast of the business for the next 12 months, the availability of debt finance and projected covenant compliance.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Key judgements

Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:

note 11 - classification and valuation of investment property
note 14 - goodwill
note 27 - financial instruments

Critical estimates in applying the entity’s accounting policies

A Financial Condition Report was prepared by Centuria Life’s Appointed Actuary, Mr Guy Thorburn, BEc, FIAA, ASA. This report covers Benefit Fund liabilities and prudential reserves. The effective date of the report is 30 June 2012.

The amount of the Benefit Fund liabilities has been determined in accordance with the methods and assumptions disclosed in this Financial Condition Report.

Policyholder liabilities for benefit funds, other than the Funeral Benefit Fund, 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 limited to ensure that the amount vesting is no more than the distributable portion of unvested policyholder benefit liabilities.

For the Funeral Benefit Fund, the policyholder liability has been taken to be the value of assets of the fund net of other liabilities less the value of the current period bonus. This liability represents the present value of guaranteed benefits (pre-bonus) plus the present value of future bonuses. Following declaration of the bonus, there would then be no surplus under this arrangement. The Society currently expects to deduct 1.50% 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.

Notes to the Consolidated Financial Statements for the year ended 30 June 2012

2. Significant accounting policies (continued)

Critical estimates in applying the entity’s accounting policies (continued)

The main variables that determine 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 unallocated surplus. The Capital Requirements, as set by APRA, aim to ensure there is sufficient unallocated surplus to cover the effect of these changes.

Change in accounting estimate

On 30 June 2011, the Group held a deferred unrealised swap gain of $3.1m in respect of certain receivables included in its residential mortgage receivables (hedged item). Previously, this gain was being amortised on a 50 year straight line basis. On 1 July 2011 the Group revised the basis to align the amortisation with the progressive run down in the hedged item. The financial effect of this change in estimate in the current year was to increase profit before tax by $0.65m.

(a) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (its subsidiaries) (referred to as the ‘Group’ in these financial statements). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

CCL, as prescribed by AASB 1038 Life Insurance Contracts, is required to recognise the assets, liabilities, income, expenses and equity of the benefit funds which it manages, in its consolidated financial statements. The assets and liabilities of the Benefit Funds do not impact the net profit after tax of the equity holders of CCL.

CCL has majority representation on the Board of the Over Fifty Guardian Friendly Society Limited (Guardian). However, as Guardian is a mutual organisation, CCL has no legal rights to Guardian’s net assets, does not derive any benefit from exercising its power and therefore does not control Guardian. It is, therefore, considered inappropriate to include Guardian in the consolidation.

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity-accounted investees are eliminated against

the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). All other subsequent changes in the fair value of contingent consideration classified as a liability are recognised in profit or loss. Changes in the fair value of contingent consideration classified as equity are not remeasured.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under AASB 3(2008) are recognised at their fair value at the acquisition date, except that:

deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with AASB 112 Income Taxes and AASB 119 Employee Benefits respectively;
liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are measured in accordance with AASB 2 Sharebased Payment; and
assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

42 Centuria Annual Report 2012

liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based payment awards are measured in accordance with AASB 2 Sharebased Payment; and
assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year.

(c) Goodwill

Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer previously held equity interest in the acquiree (if any) over the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed.

If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the excess is recognised immediately in the statement of comprehensive income as a bargain purchase gain.

Goodwill is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Group’s policy for goodwill arising on the acquisition of an associate is described below (Note 2(d)).

(d) Investments in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of individual investments.

The Group’s investment in Centuria Direct Property Trust is accounted for using the equity method of accounting in the consolidated financial statements.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of the acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. Any excess of the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of the acquisition, after reassessment, is recognised immediately in profit or loss. Where a group entity transacts with an associate of the Group, unrealised profits and losses are eliminated to the extent of the Group’s interest in the relevant associate.

(e) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

(i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
(ii) for receivables and payables which are recognised inclusive of GST.

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

Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

(f) Revenue

Revenue is measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured.

Management fees

Management fees are recognised on an accruals basis when the Group has the right to receive payment.

Dividend revenue

Dividend revenue from investments is recognised when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably).

Notes to the Consolidated Financial Statements for the year ended 30 June 2012

2. Significant accounting policies (continued)

Interest revenue

Interest revenue is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest revenue is accrued on a time basis, by reference to the principal outstanding using the effective interest rate method.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated profit or loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Rental income

Deferred tax

Rental income arising on investment properties is accounted for on a straight-line basis over the lease term. Lease incentives are amortised over the lease term and netted against rental income.

Property acquisition income and sale performance fees

Property acquisition income is recognised when an investment property has been acquired in a fund managed by the Group.

Sale performance fee income derived from managed funds is recognised upon settlement of the sale of an investment property.

Commission and application fee income

All commissions and application fee income is recognised on an accruals basis when the Group has the right to receive the payment.

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in note 32.

The fair value determined at the grant date of the equitysettled share-based payments is expensed on a straightline basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates with respect to non-market vesting conditions, if any, is recognised in profit for the year such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

(g) Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.

Deferred tax liabilities are not recognised if the temporary difference arises from the initial goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

44 Centuria Annual Report 2012

Tax consolidation

The company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under Australian taxation law as of 1 July 2003. CCL is the head entity in the taxconsolidated group. Tax expense/benefit, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the taxconsolidated group using a ‘stand-alone’ approach based on the allocation specified in the tax funding arrangement.

The Benefit Funds are part of the tax consolidated group, and they are allocated a share of the income tax liability attributable to Centuria Life Limited equal to the income tax liability that would have arisen to the Benefit Funds had they been standalone.

Current and deferred tax for the period

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is included in the accounting for the business combination.

(h) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in value and have a maturity of three months or less at the date of acquisition.

Bank overdrafts are shown within borrowings in the statement of financial position.

(i) Financial assets

All financial assets are recognised and derecognised on trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially measured at fair value plus transaction costs, except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

A financial asset is classified as held for trading if:

it has been acquired principally for the purpose of selling in the near term;
on initial recognition it is a part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profittaking; or
it is a derivative that is not designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at fair value through profit or loss upon initial recognition if:

such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with investment strategy; or
it forms part of a contract containing an embedded derivative.

Financial assets at fair value through profit and loss are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the statement of comprehensive income. Fair value is determined in the manner described in note 27.

Other financial assets

Other financial assets include mortgage loans. Mortgage loans are held directly at amortised cost using the effective yield method except for mortgage loans held by the Benefit Funds which are measured at fair value through profit and loss. An allowance for impairment loss 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 when identified.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Financial assets at fair value through profit and loss

Financial assets are classified as financial assets at fair value through profit or loss when the financial asset is either held for trading or it is designated as at fair value through profit or loss.

Notes to the Consolidated Financial Statements for the year ended 30 June 2012

2. Significant accounting policies (continued)

Impairment of financial assets

Financial assets, other than those at fair value through profit and loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through the profit and loss.

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method less impairment.

( k) Plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.

The gain or loss arising on disposal or retirement of an item of plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

The following useful lives are used in the calculation of depreciation:

Plant and equipment 3-5 years

(l) Non-current assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. When the Group is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.

(m) Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation (including property under construction for such purposes), is measured initially at its cost, including transaction costs. Subsequent to initial recognition, investment property is measured at fair value. Gains and losses arising from changes in the fair value of the investment property are included in the statement of comprehensive income in the period in which they arise.

(n) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period which they are incurred, using the effective interest method.

(o) Leasing

Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Group as a lessor

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

Group as a lessee

Operating leases held by the Group are leases of office premises.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Lease incentives

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. In the event that lease incentives are granted as part of operating leases, the aggregate of such incentives are recognised as a reduction of rental income on a straight line basis over the life of the lease.

46 Centuria Annual Report 2012

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably.

Liabilities recognised in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

(p) Employee benefits

Liabilities recognised in respect of long-term employee benefits, are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.

Contributions to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions.

(q) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

(r) Financial liabilities and equity instruments issued by the Group

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with AASB 132 Financial Instruments.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

(s) Derivative financial instruments

The Group enters into derivative financial instruments such as interest rate swaps to manage its exposure to interest rate and equity price risk.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in profit or loss depends on the nature of the hedge relationship.

Embedded derivatives

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value through profit or loss.

An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative relates is more than 12 months and it is not expected to be realised or settled within 12 months. Other embedded derivatives are presented as current assets or current liabilities.

Hedge accounting

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and hedged item, along with its risk management objectives and its strategy for undertaking the hedge. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in cash flows of the hedged item.

The Group designates certain derivatives as either hedges of fair value of recognised assets or liabilities (fair value hedges) or hedges of highly probable forecast transactions (cash flow hedges).

Note 27 sets out details of the fair values of the derivative instruments used for hedging purposes. Movements in the hedging reserve in equity are also detailed in the statement of changes in equity.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, and is included in the other expenses or other income line item.

Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in profit or loss, in the same line of the statement of comprehensive income as the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a nonfinancial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the nonfinancial asset or non-financial liability.

Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.

Notes to the Consolidated Financial Statements for the year ended 30 June 2012

2. Significant accounting policies (continued)

Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The change in the fair value of the hedging instrument and the change in the hedged item attributable to the hedged risk are recognised in the line of the statement of comprehensive income relating to the hedged item.

Hedge accounting is discontinued when the Group revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit or loss from that date.

(t) 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 laid 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 2012.

(u) 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 (DPF). DPF means a contractual right to receive, as a supplement to guaranteed 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;

(iii) the profit or loss of the Company, fund or other entity that issues the contract.

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

Applications and redemptions on investment contracts without a DPF are accounted for through the statement of financial position as a movement in policyholder liabilities. Distributions on these contracts are charged to profit or loss as a movement in the policyholder liability. Premiums relating to the investment component are accounted for as a deposit through the statement of financial position.

(v) Policyholders’ funds

Assets held by the Benefit Funds are included in total assets in the statement of financial position of the Group. A corresponding liability labelled policyholders’ funds is shown in total liabilities in the statement of financial position. Note 20 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 surplus is attributed to the policyholders of the fund. In accordance with AASB 1038 Life Insurance Contracts applications to these funds are recorded as income, redemptions from these funds and amounts distributable to policyholders are recorded as expenses.

The policyholders’ funds liabilities for unit 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 funds 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 liabilities. 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.

(ii) realised and/or unrealised investment returns on a specified pool of assets held by the issuer; or

48 Centuria Annual Report 2012

(w) Unit prices

Unit prices are determined in accordance with the Benefit 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.

(x) New Accounting Standards and Interpretations

A number of new standards, amendments to standards and interpretations are effective from annual periods beginning after

1 July 2011 and have not been applied in preparing these consolidated financial except for:
AASB 9 Financial Instruments which becomes mandatory for the Group’s 2016 consolidated financial report and could change the classification and measurement of financial assets;
AASB 10 Consolidated Financial Statements which becomes mandatory for the Group’s 2013 consolidated financial report and widens the test of control and could result in more entities to be consolidated by the Group; and
AASB 12 Disclosures of Interests in Other Entities which becomes mandatory for the Group’s 2013 consolidated financial report and may increase the disclosure requirements of investments in subsidiaries.

The group is currently considering the financial impact of these accounting standard changes.

3. Revenue

The following is an analysis of the Group’s revenue for the year:

		2012 $’000	2011 $’000

(i) Revenue
Interest revenue 17,193 17,431
Dividend revenue - 130
Management fees from property funds 10,703 10,255
Sale performance fees 1,055 1,561
Rental income 3,180 3,319
32,131 32,696

		2012 $’000	2011 $’000

(ii) Other income
Other income
Commission received 1,234 1,248
Net gain arising on National Leisure Trust (i) 406 -
Other income 237 718
	1,877 1,966

		2012 $’000	2011 $’000

	Net gain arising on National Leisure Trust (i)
	Other income
	Revaluation of non recourse borrowings to expected net proceeds on sale 7,970 -
	Revaluation of investment property to expected net proceeds on sale (7,530) -
	Net loss on cashfow hedge (34) -
	406 -

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

(iii) Centuria Life and Benefit Funds results

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Centuria Life Benefit 2012 2011
Limited Funds Total Total
$’000 $’000 $’000 $’000
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	Centuria Life Limited $’000	Beneft Funds $’000	2012 Total $’000	2011 Total $’000

Income
Interest and dividend 538 24,049 24,587 27,644
Realised (losses)/gains - (900) (900) (102)
Unrealised (losses)/gains - (6,317) (6,317) 5,085
Management fee income 12,091 - 12,091 13,058
Premiums (DPF only) - 9,850 9,850 6,714
Other income - 91 91 309
12,629(i) 26,773 39,402 52,708
Expenses
Claims (DPF only) - 46,877 46,877 49,093
Net movement in policyholder liabilities - (31,154) (31,154) (28,315)
Management fee expense - 10,186 10,186 10,975
Bad debts - mortgage loans - 1,262 (ii) 1,262 3,813
Management fund operating expenses 4,874 - 4,874 4,316
4,874 (i) 27,171 32,045 39,882

Proft before tax 7,755 (398) (i) 7,357 12,826
Income tax expense/(beneft) (3,268) 398 (i) (2,870) (7,374)
Proft after tax 4,487 - 4,487 5,452

(i) These numbers have also been included in the Consolidated Statement of Comprehensive Income. Refer to

note 20 for further details in respect of the policyholders’ funds relating to the Benefit Funds.

(ii) The profit before tax excluding the provision against the investments in commercial mortgages is $864k.

4. Finance Costs

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2012 2011
$’000 $’000
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Interest expense:
NAB working capital facility	1,394	1,303
Reverse mortgage facility	11,583	12,446
Investment property facility	2,790	2,628
Other	88	193
	15,855	16,570
Other:
Other fnance costs	284	198
Loss/(gain) arising on derivatives in a designated fair value hedge accounting relationship	14,931	1,798
(Gain)/loss arising on adjustment to hedged items in a designated fair value hedge accountingrelationship	(14,931)	(1,798)
	284	198
	16,139	16,768

50 Centuria Annual Report 2012

5. Profit for the year before tax

Profit for the year includes the following expenses:

	2012 $’000	2011 $’000

(a) Employee benefts expense
Wages and salaries 7,323 6,431
Executive share option plan - (221)
Superannuation 573 612
(Decrease)/increase in leave provisions 277 (37)
Termination benefts - 54
Payroll taxes 398 350
Other associated personnel expenses 322 (3)
Total employee benefts expense 8,893 7,186

	2012 $’000	2011 $’000

(b) General and administration expenses
Consulting & professional fees 1,933 2,692
Management fees 950 856
Brokerage (reversal)/fees (236) 1,957
Provision for convertible notes payment 1,000 -
Bad debt expense (i) 1,454 1,158
Real estate expenses 71 787
Information systems expenses 426 436
Ofce administration expenses 508 346
Insurance expenses 357 342
Directors' fees 317 305
Membership subscriptions 16 18
Travel expenses 249 213
Depreciation and amortisation expense 733 636
Advertising & marketing expense 531 634
Rental expense - operating leases 867 793
Costs incurred in relation to rebranding - 532
Costs incurred in relation to potential Opus acquisition - 575
Other general expenses 736 565
Direct operating expenses of investment properties: Properties generating rental income 112 59
Total general and administration expenses 10,024 12,904

(i) Bad debt expense:
CBGF1 loan, interest receivable, and leasing fee provision 1,282 -
Warwick Farm joint venture costs 172 -
Write-of of NLT rent receivable - 1,158
1,454 1,158

(c) Devaluation of investment(i) - 4,510

(i) The devaluation of assets relates to the property assets held by National Leisure Trust (NLT) as at 30 June 2012.

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

6. Income taxes

Income tax recognised in profit or loss

(a) Tax expense

The prima facie income tax expense on pre-tax accounting profit from operations reconciles to the income tax expense in the financial statements as follows:

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2012 2011
$ ’ 000 $ ’ 000
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Proft before tax	3,702	1,347
Less net revenue relating to Beneft Funds included in proft before tax	398	(3,689)
(Loss)/Proft before tax attributable to shareholders	4,100	(2,342)
Income tax expense/(beneft) calculated at 30%	1,231	(702)

Non-allowable expenses	766	880
Adjustments in relation to prior years	136	371
Income tax expense relating to Beneft Funds	(398)	3,689
	1,735	4,238

Current tax expense in respect of the current year	3,157	3,363
Adjustments in relation toprioryears	(406)	(2,264)
	2,751	1,099
Deferred tax expense relating to the origination and reversal of temporary diferences	(618)	(550)
Income tax expense relatingto Beneft Funds	(398)	3,689
Total tax expense	1,735	4,238
Attributable to:
Income tax expense relating to shareholders	2,133	549
Income tax expense relating to Beneft Funds	(398)	3,689
	1,735	4,238

As a result of tax consolidation, CCL recognises current tax related receivables and corresponding payables from its subsidiaries and the Benefit Funds.

(b) Deferred tax in equity and other comprehensive income

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2012 2011
$ ’ 000 $ ’ 000
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Arising on income and expenses taken directly to equity:
- Share issue	-	(34)
Total income tax (credit)/expense recognised directly in equity	-	(34)

Arising on income and expenses recognised in other comprehensive income:
- Revaluations of fnancial instruments treated as cash fow hedges	(207)	(671)
Total income tax recognised in other comprehensive income	(207)	(671)

52 Centuria Annual Report 2012

6. Income taxes (continued)

(c) Current tax assets and liabilities

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2012 2011
$’000 $’000
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Current tax liabilities
Income tax payable attributable to:
Shareholders	(6,277)	(5,663)
Entities in the tax-consolidated group	-	-
Income tax (payable)	(6,277)	(5,663)

CCL is the head company of its income tax consolidation group. This income tax consolidation group includes Centuria Life Limited and its associated Benefit Funds.

(d) Deferred tax balances

Deferred tax assets/(liabilities) arise from the following:

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Consolidated
Charged
Opening Charged to Charged to to Other Closing
Balance Income Equity Comprehensive Balance
2012 $’000 $’000 $’000 Income $’000
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Temporary differences
Deferred tax asset
Deferred loss on fnancial assets	4,718	(948)	-	30	3,800
Investment properties	1,527	(349)	-	-	1,178
Provisions	724	586	-	-	1,310
Financial derivatives	4,180	3,006	-	(295)	6,891
Capital loss	579	1,585	-	-	2,164
Cash-out guarantee	-	300	-	-	300
Other	23	2	-	-	25
Deferred tax (liability)
Deferred gain on fnancial assets	(16)	-	-	-	(16)
Prepayments	(394)	(278)	-	-	(672)
Fair value movements in mortgage assets	(1,846)	(3,286)	-	58	(5,074)
	9,495	618	-	(207)	9,906
Presented in the statement of fnancial
position as follows:
Deferred tax asset					15,668
Deferred tax (liability)					(5,762)
					9,906

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

(d) Deferred tax balances (continued)

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Consolidated
Charged
Opening Charged to Charged to to Other Closing
Balance Income Equity Comprehensive Balance
2011 $’000 $’000 $’000 Income $’000
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Temporary differences
Deferred tax asset
Deferred loss on fnancial assets	3,597	1,482	-	(361)	4,718
Investment properties	558	969	-	-	1,527
Provisions	1,125	(367)	(34)	-	724
Cash out guarantees	2,181	(2,181)	-	-	-
Financial derivatives	4,755	(400)	-	(175)	4,180
Capital loss	824	(245)	-	-	579
Other	22	-	-	-	22
Deferred tax (liability)
Deferred gain on fnancial assets	(16)	-	-	-	(16)
Prepayments	(1,134)	740	-	-	(394)
Fair value movements in mortgage assets	(2,263)	551	-	(134)	(1,846)
	9,649	549	(34)	(670)	9,494
Presented in the statement of fnancial position as follows:
Deferred tax asset					11,750
Deferred tax (liability)					(2,256)
					9,494

54 Centuria Annual Report 2012

7. Earnings per share

	2012 ~~Cents Per Share~~	2011 ~~Cents Per Share~~



Basic earnings per share 2.5 (3.7)
Diluted earnings per share 2.5 (3.7)

Basic earnings per share

The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:

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2012 2011
$’000 $’000
Net profit 1,967 (2,891)
Earnings used in the calculation of basic EPS 1,967 (2,891)
2012 2011
No. ’000 No. ’000
Weighted average number of ordinary shares for the purposes of basic earnings per share 79,717 77,637
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Diluted earnings per share

The earnings used in the calculation of diluted earnings per share are as follows:

	2012 ~~$’000~~	2011 ~~$’000~~



Net Proft 1,967 (2,891)
Earnings used in the calculation of diluted EPS 1,967 (2,891)

	2012 No. ’000	2011 No. ’000

Weighted average number of ordinary shares used in the calculation of basic EPS 79,717 77,637
Weighted average shares deemed to be issued for no consideration in respect of:
- Convertible notes - 10,318
Weighted average number of ordinary shares used in the calculation of diluted EPS 79,717 87,955

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

8. Trade and other receivables


	~~2012~~ $’000	~~2011~~ $’000
Amount owing by related entities (i) (refer note 25)	6,314 4,844
Sundry debtors (ii)	3,227 6,010
Deferred consideration (iii)	1,836 -
	11,377 10,854

Except for the deferred consideration, the Group does not hold any collateral or other credit enhancements over these balances nor does it have a legal right of offset against any amounts owed by the Group to the counterparty.

(i) Amounts owing by related entities are non-current assets.
(ii) Sundry debtors are current assets.
(iii) Deferred consideration relates to the sale of Mortgageport. Centuria has a first ranking registered mortgage over all of the Shares in the Mortgageport business. Deferred consideration is a non-current asset.

9. Financial assets

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2012 2011
$’000 $’000
Financial assets at fair value through profit and loss
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Financial assets at fair value through proft and loss	2012 $’000	2011 $’000
Standard discounted securities	27	27
Unit trusts	372	2,304
	399	2,331
Loans carried at amortised cost:
Residential Mortgages - at cost	182,528	189,406
Residential Mortgages - at fair value	19,245	8,486
Commercial Mortgages	310	302
	202,083	198,194

Financial assets are non-current assets.

10. Non-current assets held for sale

	2012 $’000
		2011 $’000
Investment property at fair value less costs to sell	15,000 -

At 30 June 2012, the investment property in note 11 was re-classified to non-current assets held for sale and recorded at fair value less costs to sell. Refer to note 28 for further details.

11. Investment property

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2012 2011
$’000 $’000
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Investment properties held at fair value
Balance at beginning of fnancial year	22,500	27,000
Additions	-	-
Devaluation	(7,500)	(4,500)
Transfer to non-current assets held for sale	(15,000)	-
Balance at end of fnancial year	-	22,500

Refer to Note 16 (iii) for details of the two investment properties.

56 Centuria Annual Report 2012

12. Investment in associates

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2012 2011
$’000 $’000
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Centuria Bulky Goods Fund 1 (i)	-	2,887
Mortgageport (ii)	-	2,836
Centuria Direct Property Trust (iii)	686	1,730
	686	7,453

(i) As at the 30 June 2012, the Group had a 46% investment in Centuria Bulky Goods Fund 1 (CBGF1), an unlisted property fund which invests in bulky goods (large format retail) centres. During the year CBGF1 wrote down its net assets position to nil, hence Centuria’s investment has been reduced to nil. There were no capital commitments or other commitments relating to this associate.
(ii) As at the 30 June 2011, the Group had a 50% investment in Mortgageport Management Pty Limited, a wholesale residential mortgage origination and management company incorporated in Australia. On 29 February 2012, Centuria sold its investment in Mortgageport at its written down value (excluding the effects of the discounting of the deferred consideration). There were no capital commitments or other commitments relating to this associate.
(iii) The Group has a combined 44% investment in Centuria Direct Property Trust (DPT), an unlisted property trust. Although the Group holds a 44% investment in DPT, it does not control the voting rights. CCL accounts for its investment in DPT by equity accounting for the consolidated group’s 5% interest and fair value account for the Income Accumulation Fund’s 16% and Growth Bond Fund’s 23% investment.

During the year DPT sold the largest of its two remaining assets in its portfolio, hence the decrease in the investment. There were no capital commitments or other commitments relating to DPT.

The financial year end for DPT is the 30 June 2012.

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2012 2011
$’000 $’000
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Reconciliation of movement in investments accounted for using the equity method
Balance at 1 July	7,453	11,886
Share of loss for the year	(2,607)	(840)
	4,846	11,046
Dividends	(1,324)	(935)
Additions - paid in cash	-	71
Sale of Mortgageport	(2,836)	-
Impairments	-	(3,933)
Share of reserves	-	843
Tax component of CBGF1 cash fow hedge movement	-	361
Balance at 30 June	686	7,453

Summarised financial information in respect of the Group’s associates is set out over the page:

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

12. Investment in associates (continued)

Summarised financial information in respect of the Group’s associates is set out below:

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2012 2011
$’000 $’000
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Financial Position:
Total assets	95,347	140,649
Total liabilities	(83,049)	(96,071)
Net assets	12,298	44,578
Group's share of associates' net assets	686	4,787

Financial performance:
Total revenue	27,622	20,425
Total loss for the year	(8,233)	(3,651)
Group's share of associates' loss	(2,607)	(840)

Dividends/Distributions received from associates

During the year, the Group received dividends of $nil (2011: $150,000) from Mortgageport Management Pty Limited. There was a distribution of $1,324,000 received in the current year from DPT (2011: $785,000). There was no distribution received in the current year from CBGF1 (2011: nil).

Investment in associates are non-current assets.

13. Plant and equipment

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2012 2011
$’000 $’000
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Gross carrying amount
Balance at beginning of fnancial year	3,811	3,290
Additions	-	521
Disposals	(1,108)	-
Balance at end of fnancial year	2,703	3,811

Accumulated depreciation
Balance at beginning of fnancial year	(2,462)	(2,092)
Disposals	905	-
Depreciation expense	(383)	(370)
Balance at end of fnancial year	(1,940)	(2,462)

Net book value	763	1,349

Plant and equipment are non-current assets.

58 Centuria Annual Report 2012

14. Intangible assets

	2012 ~~$’000~~	2011 ~~$’000~~



Goodwill 53,025 53,025
Other intangible assets 434 784
53,459 53,809

Goodwill

	2012 ~~$’000~~	2011 ~~$’000~~



Gross amount at beginning of the period 53,025 52,812
Additional amounts recognised during the year - 213
Carrying amount at end of the period 53,025 53,025

Goodwill is solely attributable to the Property Funds Management business with recoverability determined by a value in use calculation using profit and loss projections covering a five-year period, with a terminal value determined after 5 years.

The key assumptions used in the value in use calculations for the property funds management cash-generating unit are as follows:

Revenue: Revenues in 2013 are based on 2012 actual revenues and are assumed to increase at a rate of

7.5% (2011: 7.5%) per annum for the years 2013-2017. The directors believe this is a prudent and an achievable growth rate. Budgets of business plans anticipate higher growth.

Expenses: Expenses are assumed to increase at a rate of 3% (2011: 3%) per annum. Significant investment has already been made to the business infrastructure to accommodate future growth.

Pre-tax discount rate: Discount rates reflect the interest rate used to calculate the present value of future cash flows. A rate of 12.03% (2011: 12.90%) is applied to cash flow projections. In determining the appropriate discount rate, regard has been given to relevant market data as well as CCL specific inputs.

Terminal growth rate: Beyond 2017, a growth rate of 3%, in line with the expenses growth assumption, has been applied to determine the terminal value of the asset.

Sensitivity to changes in assumptions

As at 30 June 2012, the estimated recoverable amount of goodwill relating to the property funds management business exceeded its carrying amount by $3.7 million (2011: $2.6 million). The table below shows the key assumptions used in the value in use calculation and the amount by which each key assumption must change in isolation in order for the estimated recoverable amount to be equal to its carrying value:

	~~R~~evenue Growth ~~Rate (Averae)~~	Post-Tax ~~Discount Rate~~	Expenses ~~Growth Rate~~

	~~g~~

Assumptions used in value in use calculation 7.50% 11.76% 3.00%
Change required for recoverable amount to equal carrying value -0.70% 0.59% 1.10%

Intangible assets are non-current assets.

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

15. Trade and other payables

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2012 2011
$’000 $’000
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Amount owing to related entities (i)	2,382	1,583
GST payable (ii)	-	215
Sundry creditors (iii)	3,387	3,694
	5,769	5,492

(i) Amounts owing to related entities are non-current liability.

(ii) GST is a current liability, payable or recoverable either on a monthly or quarterly basis.
(iii) Sundry creditors are non-interest bearing current liabilities, payable on commercial terms 7 to 60 days.

16. Borrowings

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2012 2011
$’000 $’000
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NAB working capital facility (i)	13,100	8,100
Residential mortgage bill facilities and notes - secured (ii)	152,289	164,799
Investment property facilities - secured (iii)	15,530	24,000
	180,919	196,899

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

(i) CCL has a financing facility with the National Australia Bank (NAB) in the amount of $14.4 million. The facility limit is amortising at a rate of $800,000 per quarter and matures on 31 March 2013. At the date of signing this report, a facility extension to 31 December 2013 had been approved by the NAB and documentation had been finalised. The amended facility continues to amortise at a rate of $800,000 per quarter. The NAB working capital facility is a current liability.
(ii) The CCL Group has $152.3 million (30 June 2011: $164.8 million) non-recourse notes on issue to the ANZ Bank secured over the residential mortgages held in Senex Warehouse Trust No.1 maturing on 30 September 2013. The facility limit ($190 million) is reassessed every 6 months with a view to reducing the facility (and therefore the overall facility cost) in line with the reduction in the residential mortgage book. The residential mortgage bill facility is a non-current liability.
(iii) The National Leisure Trust (NLT) has a $23.5 million non-recourse bank bill owing to the NAB which matures on 28 March 2013. This facility is secured by way of a fixed or floating charge over the assets of NLT and its underlying property located at Moonah Links, Fingal, Victoria (Moonah Links) and Pepper Sands Resort Torquay, Victoria (Torquay). The fair value of the investment properties is $15 million at 30 June 2012 (2011: $22.5 million). The facility balance has been written down to $15 million in line with the carrying amount of the investment properties. This facility is non-recourse to the wider Centuria Group and has continued to remain in breach of two loan covenants since
reported on 30 June 2009. NAB has noted this position whilst reserving its rights. The investment property facility is a current liability.

	2012 ~~$’000~~	2011 ~~$’000~~



(i) NAB working capital facility:
Amount used 13,100 8,100
Amount unused 1,300 2,300
14,400 10,400

60 Centuria Annual Report 2012

16. Borrowings (continued)

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2012 2011
$’000 $’000
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||||
|---|---|---|
|(ii) ANZ non-recourse notes:|
|Amount used|152,289|164,799|
|Amount unused|37,711|60,201|
|190,000|225,000|
|(iii) NAB bank bill:|
|Amount used|15,000|24,000|
|Amount unused|-|-|
|15,000|24,000|

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17. Provisions

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||||
|---|---|---|
|2012|2011|
|$’000|$’000|
|Provision for long service leave (i)|451|325|
|Provision for annual leave (ii)|595|380|
|1,046|705|

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(i) Provision for long service leave is a non-current liability.
(ii) Provision for annual leave is a current liability.

18. Other liabilities

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2012 2011
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||||
|---|---|---|
|Rent incentives received|180|281|
|Accruals|547|689|
|Convertible notes (i)|-|5,684|
|727|6,654|

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(i) Convertible notes

On 29 February 2012, the note holders elected to redeem their notes for cash. Interest was paid on the notes at a rate of 7.82%, quarterly in arrears.

The rental incentives are non-current liabilities. The accruals are current liabilities.

19. Derivative financial liabilities

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||||
|---|---|---|
|2012|2011|
|$’000|$’000|
|Interest rate swaps at fair value|25,758|13,531|

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Refer note 27 for details on exposure to interest rates and credit risk.

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

20. Policyholders’ funds

(i) Movement in policyholder’s funds

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2012 2011
$’000 $’000
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Bonus Rated Beneft Funds (with Discretionary Participation Features)
Opening balance	418,675	454,811
Movement in seed capital	-	(3,633)
Applications received	9,851	6,715
Redemptions paid	(46,877)	(49,095)
Current period income	6,492	9,877
Closing balance	388,141	418,675

Unitised Beneft Funds (non Discretionary Participation Features)
Opening balance	88,350	93,229
Applications received	1,981	2,037
Redemptions paid	(12,882)	(11,588)
Current period (loss)/income	(620)	4,672
Closing balance	76,829	88,350
Totalpolicyholders' funds	464,970	507,025

Under Australian Accounting Standards, the income, expenses, assets and liabilities of the Benefit Funds are included in the Group’s statement of comprehensive income, statement of financial position and statement of cash flows. The shareholders of the Group have no rights over the assets and liabilities held in the Benefit Funds. The composition and balances of the assets and liabilities held by the Benefit Funds are as follows:

(ii) Assets and Liabilities

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2012 2011
$’000 $’000
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Assets relating to Beneft Fund policyholders are as follows:
Cash	36,992	19,075
Trade and other receivables	1,227	867
Financial assets at fair value	419,595	480,176
Income tax receivable	434	5,501
Deferred tax assets	7,032	3,831
	465,280	509,450
Liabilities relating to Beneft Fund policyholders are as follows:
Trade and other payables	51	561
Policyholders' funds (i)	464,970	507,025
Deferred tax liabilities	259	1,864
Total liabilities	465,280	509,450

(i) Included within policyholders’ funds at 30 June 2012 is $12.1 million (2011: $21.2 million) of reserves.

62 Centuria Annual Report 2012

20. Policyholders’ funds (continued)

(iii) Commercial mortgage loans

The ageing of the commercial mortgage loans in the Benefit Funds (i.e. not on the CCL balance sheet) is as follows:

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2012 2011
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Ageing of past due
1 - 60 days	-	16,758
60 - 120 days	-	-
120 + days	24,923	23,208
Total	24,923	39,966

The directors believe that all mortgage loan balances are carried at fair value.

(iv) Guarantees to Benefit Fund policyholders

Centuria Life Limited (CLL) provides a guarantee to policyholders of two of its Benefit Funds, Centuria Guaranteed Bond Fund and Centuria Income Accumulation Fund as follows: “If, when CLL, in light 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 CLL 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), CLL 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.”

No provision has been raised in respect of these guarantees at this time for the following reasons:

The funds follow an investment strategy that is appropriate for the liabilities of the fund. The Fund cannot alter their investment strategy without the approval of the members and APRA, following a report from the Appointed Actuary;
The funds must meet the Capital Adequacy standards of APRA which results in additional reserves being held within the funds to enable the funds to withstand a “shock” in the market value of assets. If the Funds can withstand a shock in asset values and still meet their liabilities from their own reserves, then this further reduces the likelihood of the Funds calling on the guarantee provided;
The guarantee of benefits requires CCL to inject funds where reserves are insufficient; and
CLL must also meet ongoing capital requirements set by APRA and there are sufficient surplus assets in the Management Fund to provide capital support if needed.

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

21. Issued capital and retained earnings

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2012 Consolidated 2011
No. of Shares $’000 No. of Shares $’000
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(a) Shares on issue
Balance at beginning of fnancial year	79,716,736	100,235	76,994,248	100,018
Issued during the year:
Dividend Reinvestment Plan	2,124,382	1,044	1,674,273	1,030
Transfer to retained earnings (i)	-	(11,480)	-	-
Employee share scheme	-	477	685,308	558
Convertible notes (partial redemption)	-	-	611,831	359
Share buy-back/Shares cancelled	-	-	(248,924)	(1,730)
Balance at end of fnancial year	81,841,118	90,276	79,716,736	100,235

(i) As a result of changes to the Corporations Act 2001, on 30 September 2011, Centuria resolved to transfer $11.476m from issued capital to retained earnings to clear the Group’s accumulated losses balance.

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

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 sale 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.

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2012 2011
$’000 $’000
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(b) Reserves
Reserves comprise:
Cash fow hedge reserve	(667)	(1,345)
Share-based incentive reserve	-	477
	(667)	(868)

(c) Cash fow hedge reserve
Balance at beginning of fnancial year	(1,345)	(2,067)
Gain recognised on cash fow hedges:
- Interest rate swaps	885	1,032
Income tax related to gains recognised in other comprehensive income	(207)	(310)
Balance at end of fnancial year	(667)	(1,345)

The cash flow hedge reserve represents the cumulative portion of gains and losses on hedging instruments deemed effective as cash fow hedges.

(d) Share of associates’ reserves
Balance at beginning of fnancial year	-	(843)
Movement in reserve	-	843
Balance at end of fnancial year	-	-

64 Centuria Annual Report 2012

21. Issued capital and retained earnings (continued)

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2012 2011
$’000 $’000
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(e) Share-based incentive reserve
Balance at beginning of fnancial year	477	738
Executive share option plan	-	(229)
Employee share scheme	(477)	(32)
Balance at end of fnancial year	-	477

The share-based incentive reserve is used to record the value of share-based payments provided to employees, including the CEO, as part of their remuneration. Refer to note 32 for further details of these plans.

(f) Retained Earnings
Balance at beginning of fnancial year	(8,886)	(2,203)
Dividends paid (note 22)	(3,872)	(3,792)
Distributions	78	-
Net proft attributable to shareholders	1,967	(2,891)
Transfer to retained earnings from issued capital	11,480	-
Balance at end of fnancial year	767	(8,886)

22. Dividends

	C 2012	C 2012	onsolidated 2011	onsolidated 2011
	Cents ~~Per Share~~	~~$~~’~~000~~	Cents ~~Per Share~~	~~$~~’~~000~~



Recognised amounts
Fully paid ordinary shares
Interim dividend: (i)
Fully franked to 100% 1.25 (1,123) 2.5 (1,885)
Final dividend: (ii)
Franked to 30% 3.50 (2,749) 2.5 (1,907)
4.75 (3,872) 5.0 (3,792)

(i) CCL declared an interim dividend of 1.25 cents fully franked to 100% with a record date of 9 March 2012 which was paid on 30 March 2012.

(ii) The 2011 financial year final dividend was paid in September 2011.

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2012 2011
$’000 $’000
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Franking credits available for subsequent fnancial years at 30% (2011: 30%) are:
- Balance as at 1 July	371	911
- Increase / (decrease) in franking credits during the fnancial year	699	(540)
Franking account balance at end of fnancial year	1,070	371

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

23. Commitments and contingencies

Operating leases

Operating lease commitments – as lessee

The Group has entered into 2 commercial leases for its office premises. The leases have an average life of between 2 years and 2.5 years with renewal options included in the contracts.

Future minimum rentals payable under operating leases are as follows:

	2012 ~~$’000~~	2011 ~~$’000~~



Not longer than 1 year 493 830
Longer than 1 year and not longer than 5 years 343 1,404
836 2,234

Operating lease commitments – as lessor

Operating leases relate to investment properties owned with remaining lease terms of between 0.5 and 4 years (30 June 2011: 0.5 and 5 years).

Non-cancellable operating lease receivables

Not longer than 1 year	4,211	4,088
Longer than 1 year and not longer than 5 years	11,144	15,355
Longer than 5 years	-	-
	15,355	19,443

24. Remuneration of auditors

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2012 2011
$’000 $’000
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KPMG
Audit and review of the fnancial report	300	286
Other assurance services	14	26
Taxation services	103	317
	417	629

66 Centuria Annual Report 2012

25. Related party transactions

(a) Equity interests in related parties

Details of the percentage of ordinary shares held in subsidiaries are disclosed below:

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Country of
Name of Subsidiary Incorporation Ownership Interest
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		2012 %	2011 %
Centuria Capital Limited	Australia	100%	100%
Over Fifty Capital Pty Ltd	Australia	100%	100%
Centuria Life Limited	Australia	100%	100%
Over Fifty Seniors Equity Release Pty Ltd	Australia	100%	100%
Over Fifty Insurance Pty Ltd	Australia	100%	100%
Over Fifty Investments Pty Ltd	Australia	100%	100%
OFM Direct Property Trust No. 2 "Dominion"	Australia	100%	100%
Over Fifty Funds Management Pty Ltd	Australia	100%	100%
OFM Direct Property Trust No. 3 Chisholm	Australia	100%	100%
National Leisure Trust	Australia	100%	100%
OFM Bluegums Leisure Trust	Australia	100%	100%
OFG LTP Pty Ltd (formerly Lifetime Planning Pty Ltd)	Australia	100%	100%
Senex Warehouse Trust No. 1	Australia	100%	100%
Centuria Property Funds Limited	Australia	100%	100%
Over Fifty Financial Planning Pty Ltd	Australia	100%	100%
Centuria Strategic Property Limited	Australia	100%	100%

Details of interests in associates are disclosed in note 12 to the financial statements.

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

25. Related party transactions (continued)

(b) Transactions with key management personnel

(i) Key management personnel compensation

Details of key management personnel compensation are disclosed in note 31 to the financial statements.

(ii) Key management personnel equity holdings

Fully paid ordinary shares of CCL

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Balance at Shares Purchased Balance at
1 July 2011 / Issued as part of Shares Sold 30 June 2012
No. Remuneration No. No. No.
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2012
R.W. Dobson	655,390	58,249	-	713,639
J.E. McBain	4,363,126	109,233	-	4,472,359
J.C. Huljich	2,189,116	-	-	2,189,116
P.J. Done	303,812	20,449	-	324,261
D.K. Gupta	109,735	10,073	-	119,808
M.J. Coy	559,024	-	-	559,024
T.D. Reid	61,228	-	(9,686)	51,542
D.B. Govey	603,530	22,131	-	625,661

2011
R.W. Dobson	373,554	281,836	-	655,390
J.E. McBain	4,323,126	40,000	-	4,363,126
J.C. Huljich	2,189,540	-	(424)	2,189,116
P.J. Done	281,177	22,635	-	303,812
D.K. Gupta	98,437	11,298	-	109,735
M.J. Coy	349,117	209,907	-	559,024
T.D. Reid	3,569	57,659	-	61,228
D.B. Govey	430,636	172,894	-	603,530

All equity transactions with directors and 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.

(iii) Other transactions with key management personnel of the Group

As a matter of Board policy, all transactions with directors and director-related entities are conducted on normal commercial or employment terms.

During the financial year, the following transactions occurred between the Company and key management personnel:

Henry Davis York, a related party of R. Dobson, was paid $65,473 (2011: $319,018) for legal consultancy fees.

68 Centuria Annual Report 2012

25. Related party transactions (continued)

(c) Transactions with other related parties

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2012 2011
$’000 $’000
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Aggregate amounts received from related parties:
Management fees:
Over Fifty Guardian Friendly Society Limited	2,861	2,083
Centuria Life Limited Beneft Funds	12,091	13,058
Property Trusts managed by Centuria	11,758	11,816
	26,710	26,957

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

Terms and conditions of transactions with related parties

Investments in benefit funds held by certain directors are made on the same terms and conditions as all other persons. Directors and director-related entities received the same returns on these investments as other policyholders.

The parent entity and its related entities entered into transactions, which are insignificant in amount, with directors and their director-related entities in their domestic dealings and are made in arm’s length transactions at normal market prices and on normal commercial terms. These are:

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

CCL pays some expenses on behalf of related entities and receives a reimbursement for these payments. There are no loans on non-market terms between the Centuria Capital Group and the Benefit Funds.

Transactions between CCL and its related parties

During the financial year, the following transactions occurred between the Company and its other related parties:

CCL received dividends of $6,118,785 (2011: $935,000) from its associates.
During the prior year CCL has advanced $2.3 million to Centuria Diversified Property Fund as a loan earning 10% p.a. The loan is a convertible note which had a 25 February 2013 maturity date. The loan provides CCL the right to convert into Centuria Diversified Property Fund units at the market price at maturity or demand repayment of all principal plus accrued interest.
CCL has a receivable from related parties of $6.3m consisting of $2.3m of loans in connection with Centuria property funds earning 10% p.a., a $2.7m receivable from Centuria Diversified Property Fund earning 10% p.a., a $1.2m from CBGF1 which has been fully provisioned, a $0.1m from Over Fifty Guardian Friendly Society Limited.

26. Notes to the statement of cash flows

(a) Reconciliation of cash and cash equivalents

For the purposes of the statement of cash flows, cash and cash equivalents includes cash on hand and in banks. Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows are reconciled to the related items in the statement of financial position as follows:

	~~Note~~	2012 ~~$’000~~	2011 ~~$’000~~



Attributable to shareholders 15,409 11,625
Attributable to Beneft Fund policyholders 20 36,992 19,075
Total 52,401 30,700

Under AASB 107 Statement of Cash Flows, the income, expenses, assets and liabilities of the Benefit Funds are included in the Group’s statement of comprehensive income and statement of financial position and statement of cash flows. As a result, the Benefit Funds’ cash is included in the Group’s statements with a corresponding amount included in liabilities. 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:

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

26. Notes to the statement of cash flows (continued)

(b) Reconciliation of profit for the period to net cash flows from operating activities

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2012 2011
Note $’000 $’000
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Proft/(loss) for the year		1,967	(2,891)

Depreciation and amortisation		733	636
Movement in provision for doubtful debts		2,708	2,396
Provision for CBGF1 settlement		1,000	-
Bad debts written of		1,454	1,158
Net gain on revaluation of NLT liabilities		406	-
Decrease/(increase) in Executive share-based incentives		-	219
Unrealised income/(loss)		(4,647)	5,154
(Proft)/loss on sale of property		1,029	1,562
Unrealised proft on property		374	-
Share of loss in associate		2,486	840
Fair value gain/(loss) on derivatives		981	1,173
Amortisation of borrowing costs		369	126
Increase in deferred income tax assets		412	2,469
Increase in tax provision		614	975

Changes in net assets and liabilities:
Decrease/(increase) in assets:
Sundry receivables		2,783	2,198
Prepayments		26	299

(Decrease)/increase in liabilities:
Sundry payables		(307)	213
Provisions		341	(6)
Decrease in policyholder liability	20	(44,170)	(39,296)

Net cash fows used in operating activities		(31,441)	(22,775)

70 Centuria Annual Report 2012

27. Financial instruments

The CCL consolidated results comprise the assets and liabilities of both the CCL group and the Benefit Funds. The shareholders of CCL are subject only to the risks and rewards of assets and liabilities in CCL and not those of the assets and liabilities held in the Benefit Funds which are required to be aggregated in the financial report as prescribed by AASB 1038 Life Insurance Contracts. Therefore this note only addresses the financial assets and financial liabilities held directly on CCL’s statement of financial position and not those assets and liabilities held by the benefit funds (as detailed in Note 20).

The only risk to the shareholders of CCL in respect to the Benefit Funds is limited to capital reserving. Centuria Life Limited (CLL), being a subsidiary of CCL acts in the capacity of manager for two capital guaranteed benefit funds. To mitigate the risk of these guarantees being called upon, the Benefit Funds set aside prescribed reserving which is determined upon a “1 in 400 year event” stress testing scenario. The reserving calculations are verified by an independent actuary appointed by CLL. The Benefit Funds at 30 June 2012 have set aside the requisite reserving as determined by the investment profile of the two respective funds. If the required reserving under the “Capital Adequacy Test” needs increasing, in addition to the Benefit Funds assets, CLL would be required to inject additional seed capital. Seed capital is later repaid to CLL when reserving is returned to a normal sustainable level.

(a) Management of financial instruments

The Board is ultimately responsible for the Risk Management Framework of the Group.

The Group employs a cascading approach to managing risk, facilitated through delegation to specialist committees and individuals within the Group.

The Investment & Lending Committee’s function is to manage and oversee the Group’s investments in accordance with the investment objectives and framework as set down by the Board. Specifically, it has responsibility for setting and reviewing strategic asset allocations, reviewing investment performance, reviewing investment policy, monitoring and reporting on the performance of the investment risk management policy and performing risk management procedures in respect of the investments.

The Group is exposed to a variety of financial risks as a result of its activities. These risks include market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Group’s risk management and investment policies, approved by the Board, seek to minimise the potential adverse effects of these risks on the Group’s financial performance. These policies may include the use of certain financial derivative instruments.

The Group outsources the investment management of the Benefit Funds to specialist investment managers, who provide services to the Group, co-ordinate access to domestic and international financial markets, and manage the financial risks relating to the operations of the Group in accordance with an investment mandate set out in the Group’s constitution and the Benefit Funds’ product disclosure statements. The Benefit Funds’ investment mandates are to invest in equities and fixed interest securities via unit trusts, discount securities and may also invest in derivative instruments such as futures and options.

Hedging is put in place where the group is either seeking to minimize or eliminate cash-flow variability, i.e., converting variable rates to fixed rates, or changes in the fair values of underlying assets or liabilities, i.e., to convert fixed rates to variable rates.

Derivative financial instruments of the Benefit Funds, consolidated into the financial statements of the Group under AASB’s, are used only for hedging of actual or anticipated 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. The Group does not enter into or trade financial instruments for speculative purposes. The use of financial derivatives in respect of Benefit Funds is governed by the Fund’s investment policies, which provide written principles on the use of financial derivatives.

(b) Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenue and expenses are recognised, in respect of each class of financial asset and financial liability are disclosed in note 2 to the financial statements.

(c) Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of debt and equity balance. This overall strategy remains unchanged from 2011.

The Group’s capital structure consists of net debt (borrowings as detailed in note 16 and offset by cash and cash equivalents) and equity of the Group (comprising issued capital, reserves and retained earnings which are all detailed in note 21).

The Group carries on business throughout Australia, primarily through subsidiary companies that are established in the markets in which the Group operates. The operations of the Friendly Society are regulated by APRA and the Management Fund of the Society has a minimum Management Capital Requirement (MCR) that must be maintained at all times. It is calculated monthly and projected forward for the next six months and these results are reported to the Board each month. The current level of share capital of the Friendly Society means that for the foreseeable future the MCR will continue to be met with a substantial excess.

In addition, Centuria Property Funds Limited and Centuria Strategic Property Limited have AFSL licences so as to operate registered property trusts. Regulations require these entities to hold a minimum net asset amount which is maintained by way of bank guarantees. Where necessary, the bank guarantees will be increased to ensure the net asset requirement is always met.

Operating cash flows are used to maintain and, where appropriate, expand the Group’s funds under management as well as to make the routine outflows of tax, dividends and repayment of maturing debt. The Group reviews regularly its anticipated funding requirements and the most appropriate form of funding (capital raising or borrowings) depending on what the funding will be used for.

The Group uses interest rate swaps to manage interest rate risk and is not done for speculative purposes in any situation.

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

27. Financial instruments (continued)

(c) Capital risk management (continued)

The capital structure of the Benefit Funds (and management fund) consists of cash and cash equivalents, bill facilities and mortgage assets. The Benefit Funds also hold a range of financial assets for investment purposes including investments in unit trusts, equity and floating rate notes. The Investment and Lending Committee aims to ensure that there is sufficient capital for possible redemptions by unit holders of the Benefit Funds by maintaining a minimum of 15% of its total investments in cash and cash equivalents.

The Benefit Funds have no restrictions or specific capital requirements on the application and redemption of units. The Benefit Fund’s overall investment strategy remains unchanged from the prior year.

(d) Fair values versus carrying amounts of financial instruments

The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position are as follows:

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----- Start of picture text -----

Carrying Amount Fair Value
2012 2011 2012 2011
$’000 $’000 $’000 $’000
----- End of picture text -----

Financial assets at fair value through the proft or loss - designated upon initial recognition	399	2,331	399	2,331
Loans and receivables:
- Residential Mortgage Loans	202,083	198,194	249,917	253,643
- Cash and cash equivalents	15,409	11,625	15,409	11,625
- Trade and other receivables	11,377	10,854	11,377	10,854
Total fnancial assets	229,268	223,004	277,102	278,453
Derivatives that are designated and efective as hedginginstruments carried at fair value	25,758	13,531	25,758	13,531
Financial liabilities measured at amortised cost	187,742	209,045	187,742	209,045
Total Financial liabilities	213,500	222,576	213,500	222,576

Financial assets and liabilities are recognised in accordance with the accounting policies detailed in note 2 to the financial statements.

(e) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral or other security, where appropriate, as a means of mitigating risk of financial loss from default. The credit risk on financial assets of the Group and the parent recognised in the statement of financial position is generally the carrying amount, net of allowance for impairment loss.

Concentration of risk may exist when the volume of transactions limits the number of counterparties.

Credit risk of residential mortgages

Concentration of credit risk in relation to residential mortgage loans is minimal, as each individual residential mortgage loan is secured by an individual residential property. The loan is required to be paid off from the proceeds of disposal of the secured property after the borrower’s death.

Individual property valuations are conducted on a yearly basis in accordance with financier’s requirements. At 30 June 2012, the highest loan to value ratio (LVR) of a loan in the residential mortgage loan book is 77%, and there are only 24 out of 1,979 residential mortgage loans where the LVR is higher than 50%.

There are no residential mortgage loans that are past due and not impaired.

Credit risk of commercial mortgages

Credit risk on mortgage loans is managed through prudential lending guidelines, appropriate mortgage security arrangements and loan default credit risk insurance, and are reviewed and approved by the risk management committee annually.

72 Centuria Annual Report 2012

27. Financial instruments (continued)

(e) Credit risk (continued)

Credit risk on other financial assets

Credit risk on other financial assets such as investments in floating rate notes, standard discount securities and unit trusts is managed through strategic asset allocations with creditworthy counterparties and the ongoing monitoring of the credit quality of investments, including the use of credit ratings issued by well-known rating agencies. The exposure of credit risk in respect of financial assets is minimal.

The Group does not have any significant credit risk exposure to any single entity or any group of counterparties having similar characteristics. No individual investment exceeds 5% of net assets at either 30 June 2012 or 30 June 2011.

(f) Liquidity risk

The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities.

The liquidity risk is managed for the Group at a corporate level. Bank account balances across all entities, current and future commitments, and expected cash inflows are reviewed in detail when the monthly cash flow projection is prepared for management purposes and presented to the Board at its regular monthly meetings. By comparing the projected cash flows with the assets and liabilities shown in the individual and consolidated statements of financial position, which are also prepared on a monthly basis for management purposes and presented to the Board, liquidity requirements for the Group can be determined. Based on this review, if it is considered that the expected cash inflows plus liquidity on hand, may not be sufficient in the near term to meet cash outflow requirements, including repayment of borrowings, a decision can be made to carry out one or more of the following:

renegotiate the repayment terms of the borrowings;
sell assets that are held on the statement of financial position; and/or
undertake an equity raising.

This, combined with a profitable business going forward, should ensure that the Group continues to meet its commitments, including repayments of borrowings, as and when required.

The Group’s overall strategy to liquidity risk management remains unchanged from 2011.

The following tables summarise the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group and the parent can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are at floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period.

The unit holders in the Benefit Funds are able to withdraw their units at any time and the Benefit Funds are therefore exposed to the liquidity risk of meeting unit holders’ withdrawals at any time. The CLL Risk Management Statement has a requirement to maintain the Benefit Funds’ cash holdings and liquid assets at a minimum of 15% of total assets.

The Benefit Funds’ listed securities, listed managed investment schemes and unlisted management investment schemes are considered to be readily realisable. The Benefit Funds’ other investments include investments in unlisted investments and first mortgage loans, which are not traded in an organised market and which generally may be illiquid. As a result, there is a risk that the Benefit Funds may not be able to liquidate all of these investments at their fair value in order to meet their liquidity requirements. The Benefit Funds’ liquidity risks are managed in accordance with the funds’ investment strategies.

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----- Start of picture text -----

Less than 3 3 Months to
On Demand Months 1 Year 1-5 Years 5+ Years Total
$’000 $’000 $’000 $’000 $’000 $’000
Non-derivative financial
----- End of picture text -----

Non-derivative fnancial
liabilitiesConsolidated
2012
Borrowings	15,530 (i)	6,622	20,611	148,659	-	191,422
Other payables	-	4,763	1,000	-	-	5,763
Total	15,530	11,385	21,611	148,659	-	197,185

2011
Borrowings	24,000	175,801	-	-	-	199,801
Convertible notes	-	-	5,980	-	-	5,980
Other payables	-	5,241	-	-	-	5,241
Total	24,000	181,042	5,980	-	-	211,022

(i) Relates to the non-recourse National Leisure Trust bank bill owing to the NAB.

The following table summarises the maturing profile of derivative financial liabilities. The table has been drawn up based on the undiscounted net cash flows on the derivative instruments that settle on a net basis.

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

27. Financial instruments (continued)

(f) Liquidity risk (continued)

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----- Start of picture text -----

Less Than 3 3 Months to
On Demand Months 1 Year 1-5 Years 5+ Years Total
$’000 $’000 $’000 $’000 $’000 $’000
Derivative financial liabilities
----- End of picture text -----

Derivative fnancial liabilities
consolidated
2012
Interest rate swaps	-	2	13	1,469	57,149	58,633
Total	-	2	13	1,469	57,149	58,633

2011
Interest rate swaps	-	147	1,765	1,770	34,072	37,754
Total	-	147	1,765	1,770	34,072	37,754

(g) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk and price risk. Due to the nature of assets held by the Group (excluding the Benefit Funds), there is an asset and liability management process which determines the interest rate sensitivity of the statement of financial position and the implementation of risk management practices to hedge the potential effects of interest rate changes. The Group manages the market risk associated with its Benefit Funds via outsourcing its investment management and the Investment Manager manages the financial risks relating to the operations of the Benefit Funds in accordance with an investment mandate set out in the Benefit Funds constitution and product disclosure statement. There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.

Interest rate risk management

The Group is exposed to interest rate risk because entities in the Group borrow funds at floating interest rates and lend funds at both fixed and floating interest rates. The risk is managed by the Group by the use of interest rate swap contracts. Hedging activities are evaluated regularly to align with interest rate views and defined risk appetite; ensuring optimal hedging strategies are applied.

The Benefit Funds’ activities expose it to the financial risk of changes in interest rates. Floating rate instruments expose the funds to cash flow risk, whereas fixed interest rate instruments expose the fund to fair value interest rate risk. Ultimately unit holders of the Benefit Funds are exposed to this risk.

The following tables detail the Group’s interest bearing financial assets and liabilities.

74 Centuria Annual Report 2012

27. Financial instruments (continued)

(g) Market risk (continued)

Consolidated	Consolidated	Consolidated	Consolidated	Consolidated
	Weighted Average Effective Interest Rate %	Variable Rate $’000	Fixed Rate $’000	Total $’000
2012 ~~2012~~


Financial Assets
Cash and cash equivalents 4.75% 5,420 9,989 15,409
Mortgage loans 8.31% 148,327 52,416 200,743
Total fnancial assets 153,747 62,405 216,152

Financial liabilities
Borrowings 5.71% (180,389) - (180,389)
Total fnancial liabilities (180,389) - (180,389)

Notional derivatives 32,430 (32,430) -
Net interest bearing fnancial (liabilities)/assets 5,788 29,975 35,763

Consolidated
	Weighted Average Effective Interest Rate %	Variable Rate $’000	Fixed Rate $’000	Total $’000
2011


Financial Assets
Cash and cash equivalents 4.78% 4,178 7,448 11,626
Mortgage loans 8.35% 155,190 43,004 198,194
Total fnancial assets 159,368 50,452 209,820

Financial liabilities
Borrowings 5.65% (196,899) - (196,899)
Total fnancial liabilities (196,899) - (196,899)

Notional derivatives 56,737 (56,737) -
Net interest bearing fnancial (liabilities)/assets 19,206 (6,285) 12,921

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

27. Financial instruments (continued)

(g) Market risk (continued)

Interest rate swap contracts

Under interest rate swap contracts, the Group agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed notional principal amounts. Such contracts enable the Group to mitigate the risk of changing interest rates on the fair value of fixed rate financial assets held and the cash flow exposures on the issued variable rate debt.

The following table details the notional principal amounts and remaining expiry of the Group’s outstanding interest rate swap contracts as at reporting date. These swaps are at fair value through profit and loss except for those designated and effective as cash flow hedges in which case the fair value movements will be recorded in equity.

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----- Start of picture text -----

Average Notional
Contracted Rate Principal Amount Fair value
2012 2011 2012 2011 2012 2011
% % $ ’ 000 $ ’ 000 $ ’ 000 $ ’ 000
----- End of picture text -----


Consolidated
Pay fxed for foating contracts designated
as effective in fair value hedge
50 years swaps contracts (i)	7.47%	7.49%	16,538	17,653	(23,981)	(10,410)
			16,538	17,653	(23,981)	(10,410)

Pay fxed for foating contracts designated as effective in cash fow hedges
Less than 1 year	7.47%	8.40%	-	7,192	-	(1,109)
1 - 2 years	3.94%	7.47%	8,000	24,000	(99)	(983)
2 - 8 years	6.88%	6.88%	7,892	7,892	(1,678)	(1,029)
			15,892	39,084	(1,777)	(3,121)
			32,430	56,737	(25,758)	(13,531)

(i) Refer to Note 27 (h) regarding the fair value of 50-year swap contracts.

The objective of interest rate swap contracts, excluding the 50 year swap, in a hedge relationship is to match the cash flows obtained from the fixed rate book to the floating funding obligations under the warehouse trust facility. This strategy is in accordance with the CCL Treasury Policy. The hedged item (being floating funding obligation) is expected to impact profit or loss over the next five years (2011: five years) following year end where the Group has an interest rate exposure from fixed rate residential mortgages from customers at a fixed rate for either the first four or eight years of the loan.

The hedged item cash flows are expected to occur at the end of the fixed rate loan as the floating funding obligations and fixed rate residential loan mortgages are compounding.

76 Centuria Annual Report 2012

27. Financial instruments (continued)

(g) Market risk (continued)

Interest rate sensitivity

The sensitivity analyses below have been determined based on the parent and the Group’s exposure to interest rates at the reporting date and the stipulated change taking place at the beginning of the financial year and being held constant throughout the reporting period. A 100 basis point (1%) increase or decrease represents management’s assessment of the reasonably possible change in interest rates.

The following table illustrates the effect on profit after tax and other equity reserves if interest rates had been 1% higher or lower and all other variables were held constant.

		Effect On	Effect On	Effect On	Effect On
	Change in Variable	Proft After Tax		Other Reserves
		2012 ~~$~~’~~000~~	2011 ~~$~~’~~000~~	2012 ~~$~~’~~000~~	2011 ~~$~~’~~000~~



Consolidated
Interest rate risk +1%		110 55 244 543

Consolidated
Interest rate risk - 1%		(110) (55) (176) (557)

The methods and assumptions used to prepare the sensitivity analysis have not changed in the year. The sensitivity analyses above take into account interest-earning assets and interest-bearing liabilities attributable to the shareholders only.

Other price risk

Other price risk is the risk that the total value of investments will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market.

(h) Fair value of financial instruments

Fair value of financial instruments carried at amortised cost

Except as detailed in the following table, the directors consider that the carrying amounts of financial assets and financial liabilities recognised at amortised cost in the financial statements approximate their fair values.


	Carrying Amount	Fair Value	Carrying Amount	Fair Value
	2012 ~~$’000~~	2012 ~~$’000~~	2011 ~~$’000~~	2011 ~~$’000~~



Financial assets
Residential Mortgages - at cost 182,528 230,672 189,406 245,157
Residential Mortgages - at fair value 19,245 19,245 8,486 8,486
Other 709 - 302 -
202,482 249,917 198,194 253,643

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

27. Financial instruments (continued)

(h) Fair value of financial instruments (continued)

Valuation techniques and assumptions applied for the purpose of measuring fair value

The fair values of financial assets and financial liabilities are determined as follows:

The fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices (includes listed redeemable notes, bills of exchange, debentures and perpetual notes).
The fair values of other financial assets and financial liabilities (excluding derivative instruments) are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments. Discount rates are determined based on market rates applicable to the financial asset or liability.
The valuation technique used to determine the fair value of the Group’s residential mortgage loan book is as follows:
the weighted average residential mortgage holders age is 72 years;
the future cash flows calculation is related to borrowers’ mortality rates and mortality improvements. The data is sourced from public available information released by the government;
fixed or variable interest rates charged to borrowers are used to project future cash flows;
a redemption rate, which is based on historical loan redemption experience, applies to future cash flow forecast; and
year end yield curve plus a credit margin is used to discount future cash flows back to 30 June 2012 to determine the fair value.
The fair values of derivative instruments are calculated using quoted prices. Where such prices are not available, discounted cash flow analysis is performed using the applicable yield curve for the duration of the instruments for non-optional derivatives, and option pricing models for optional derivatives.
The valuation technique used to determine the fair value of the Fixed For Life interest rate swaps is as follows:
the weighted average residential mortgage holders age is 72 years;
the expected future cash flows in relation to the swaps are based on residential mortgage borrowers’ expected life expectancy sourced from data released by the government; and
the difference between the fixed swap pay rates and forwards rates as of 30 June 2012 is used to calculate the future cash flows in relation to the swaps.

Fair value measurements recognised in the statement of financial position

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

2012	2012	2012	2012	2012
	Level 1 ~~$’000~~	Level 2 ~~$’000~~	Level 3 ~~$’000~~	Total ~~$’000~~



Financial assets
Financial assets at fair value through proft and loss - designated upon initial recognition - 399 - 399
Total - 399 - 399
Financial liabilities
Derivative liabilities - (1,777) (23,981) (25,758)
Total - (1,777) (23,981) (25,758)

There were no transfers between Level 1, 2 and 3 in the period.

78 Centuria Annual Report 2012

27. Financial instruments (continued)

Reconciliation of Level 3 fair value measurements of financial liabilities:

	Fair Value Through Proft or Loss	~~Total~~
	Fixed For ~~Life Swaps~~


Opening balance	(10,410)	(10,410)
Total losses: - in proft or loss	(13,571)	(13,571)
Closing balance	(23,981)	(23,981)

Significant assumptions used in determining fair value of financial assets and liabilities

Fixed For Life swaps (FFL)

The objective of 50-year interest rate swap contracts in a hedge relationship is to hedge the exposure to changes in fair value of recognised assets, being Fixed For Life residential mortgage loans, that is attributable to the interest rate risk that could affect profit or loss. This strategy is in accordance with the CCL Treasury Policy.

The fair value of the 50 year residential mortgage loans and 50 years swaps are calculated using a valuation technique based on assumptions that are not supported by prices from observable current market transactions in the same instrument and not based on available observable market data due to the illiquid nature of the instruments. Use is made of discounted cash flow analysis using the applicable yield curve out to 15 years, with the yield curve at 15 years employed as the best proxy for subsequent rates due to non-observable market data.

Mortality rates up to age 95 for males and females have been assumed to be 95%, with consistent assumptions beyond age 95. Mortality improvements of 3% p.a. are assumed starting at age 70. The improvement factor tapers down to 1% p.a. at age 90 and then zero at age 100. Joint life mortality is calculated based on last death for loans with joint borrowers. 51.47% of residential mortgage loan portfolio consists of joint lives.

Adjusting the yield curve after 15 years by an increase / (decrease) of 100 basis points as at 30 June 2012 would cause the fair value of the 50 year swaps to increase / (decrease) by $8,139,336/($10,167,137). (2011: $2,036,055/($2,293,080)).

Additionally, the valuations have been calculated with an assumption of deaths (as opposed to early voluntary repayment) of mortgagees during the life of the interest rate swaps. However, the swap agreements provide that in the event of death of a mortgagee there is a nil cost prepayment option.

Accordingly, the assumption on the number of deaths and timing of such deaths will impact the valuation. If the assumption of the death rate changes to 10% of mortgagees 10 years after the inception of the swaps, the fair value as at 30 June 2012 would increase by $1,314,382 (2011: $272,429).

28. Subsequent events

Torquay, Victoria which are owned by NLT. The purchase price is $15.1m and the expected settlement date is 31 August 2012. The sale of the properties is conditional on approval by the lender which is expected to occur between the date of signing this report and the date of settlement. The result of this transaction is that the asset has been reclassified to non-current asset held for sale and valued at the purchase price less expected costs to sell. Non-recourse debt in respect of these properties has also been written down to the purchase price plus final interest charges up to the date of settlement.

At the date of signing this report, the extension, to 31 December 2013, of the Group’s working capital facility, provided by National Australia Bank, had been approved by the financier.

29. Acquisition of business

There were no acquisitions of businesses during the financial year ended 30 June 2012.

30. Operating segments

The Group has eight reportable segments, as described below, which are the divisions used to report to the Board for the purpose of resource allocation and assessment of performance. For each of the divisions, the Group’s CEO (the chief operating decision maker) reviews internal management reports on a monthly basis. The following summary describes the operations in each of the Group’s reportable segments:

Centuria Life and Benefit Funds - a range of financial products, including single and multi-premium investments.
Insurances - general, home and contents, motor vehicle and travel insurance agency.
Commercial Mortgages - provides debt funding secured by mortgages.
Residential Mortgages - provides debt funding secured by first mortgages over residential property.
Mortgageport - investment in money manager and mortgage broker (sold during the year).
Property Investments – investment in National Leisure Trust.
Property Funds Management - Centuria Property Funds Limited and Centuria Strategic Property Limited.
Corporate.

Information regarding these segments is presented over the page. The accounting policies of these reportable segments are the same as the Group’s accounting policies.

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

30. Operating segments (continued)

The following is an analysis of the Group’s revenue and results by reportable operating segment for the current year under review:

~~Year Ended 30 June 2012~~	Centuria Life ~~$’000~~	Beneft Funds (i) ~~$’000~~	Insurance ~~$’000~~	Commercial Mortgages ~~$’000~~

2012
Revenue
Interest, dividends and other investment income	537	-	1	-
Management, risk and establishment fees	12,091	-	-	-
Rent and other	-	(398)	1,306	2
Total segment revenue	12,628	(398)	1,307	2
Proft/(loss) before tax	7,755	(398)	1,065	-
Income tax (expense)/beneft	(3,268)	398	(319)	-
Net Proft

(i) Net revenue received from the Benefit Funds has been presented as a single line item. See note 3(iii) for further information.

~~Year Ended 30 June 2011~~	Centuria Life ~~$’000~~	Beneft Funds (i) ~~$’000~~	Insurance ~~$’000~~	Commercial Mortgages ~~$’000~~

2011
Revenue
Interest, dividends and other investment income	367	-	2	187
Management, risk and establishment fees	13,086	-	-	23
Rent and other (ii)	-	3,689	1,339	33
Total segment revenue	13,453	3,689	1,341	243
Proft/(loss) before tax	9,137	3,689	1,037	416
Income tax (expense)/beneft	(3,685)	(3,689)	(311)	(125)
Net Proft

(i) Net revenue received from the Benefit Funds has been presented as a single line item.

(ii) $575k of non-recurring costs are included within the results for the Property Funds Management segment. Excluding these costs would give a net profit of $4,633k.

80 Centuria Annual Report 2012

Residential Mortgages ~~$’000~~	Mortgageport ~~$’000~~	Property Investments ~~$’000~~	Property Funds Management ~~$’000~~	Corporate ~~$’000~~	Consolidated ~~$’000~~




16,432 - 71 1,214 528 18,783
- - - 10,522 100 22,713
123 - 3,168 63 479 4,743
16,555 - 3,239 11,799 1,107 46,239
3,311 (202) 292 3,577 (11,698) 3,702
(993) 103 (87) (959) 3,390 (1,735)
1,967

Residential Mortgages ~~$’000~~	Mortgageport ~~$’000~~	Property Investments ~~$’000~~	Property Funds Management ~~$’000~~	Corporate ~~$’000~~	Consolidated ~~$’000~~




16,889 - 20 122 342 17,929
(812) - - 11,044 - 23,341
217 119 2,917 1,849 371 10,534
16,294 119 2,937 13,015 713 51,804
2,239 (3,400) (6,606) 4,058 (9,223) 1,347
(668) 836 1,982 (1,088) 2,510 (4,238)
(2,891)

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

30. Operating segments (continued)

The following is an analysis of the Group’s assets and liabilities by reportable operating segment for the current year under review:

~~Year Ended 30 June 2012~~	Centuria Life ~~$’000~~	Beneft Funds ~~$’000~~	Insurance ~~$’000~~	Commercial Mortgages ~~$’000~~

2012
Assets	13,204	465,280	647	332
Liabilities	(888)	(465,280)	(8)	(14)

~~Year Ended 30 June 2011~~	Centuria Life ~~$’000~~	Beneft Funds ~~$’000~~	Insurance ~~$’000~~	Commercial Mortgages ~~$’000~~

2011
Assets	12,759	509,450	832	317
Liabilities	(930)	(509,450)	(48)	(45)

82 Centuria Annual Report 2012

Residential Mortgages ~~$’000~~	Mortgageport ~~$’000~~	Property Investments ~~$’000~~	Property Funds Management ~~$’000~~	Corporate ~~$’000~~	Consolidated ~~$’000~~



216,742 3,421 17,244 19,535 39,747 776,152
(186,230) - (16,980) (3,431) (12,945) (685,776)

Residential Mortgages ~~$’000~~	Mortgageport ~~$’000~~	Property Investments ~~$’000~~	Property Funds Management ~~$’000~~	Corporate ~~$’000~~	Consolidated ~~$’000~~



210,470 4,566 26,779 18,116 45,586 828,875
(185,612) - (26,020) (3,830) (12,459) (738,394)

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

30. Operating segments (continued)

Other segment information.

~~Year Ended 30 June 2012~~	Centuria Life ~~$~~’~~000~~	Beneft Funds ~~$~~’~~000~~	Insurance ~~$~~’~~000~~	Commercial Mortgages ~~$~~’~~000~~

2012
Carrying value of investments accounted
for using the equity method	-	-	-	-
Depreciation and amortisation of segment assets	-	-	-	-
Signifcant other non-cash expenses	-	1,262	-	-

Year Ended 30 June 2011	Centuria Life ~~$~~’~~000~~	Beneft Funds ~~$~~’~~000~~	Insurance ~~$~~’~~000~~	Commercial Mortgages ~~$~~’~~000~~

2011
Carrying value of investments accounted
for using the equity method	-	-	-	-
Depreciation and amortisation of segment assets	21	-	-	-
Signifcant other non-cash expenses	-	3,812	-	(258)

Geographical information: The consolidated entity operates in one geographic region, Australia.

84 Centuria Annual Report 2012

Residential Mortgages ~~$~~’~~000~~	Mortgageport ~~$~~’~~000~~	Property Investments ~~$~~’~~000~~	Property Funds Management ~~$~~’~~000~~	Corporate ~~$~~’~~000~~	Consolidated ~~$~~’~~000~~



- - - - 686 686
- - - 510 223 733
- 321 285 - 1,169 3,037

Residential Mortgages ~~$~~’~~000~~	Mortgageport ~~$~~’~~000~~	Property Investments ~~$~~’~~000~~	Property Funds Management ~~$~~’~~000~~	Corporate ~~$~~’~~000~~	Consolidated ~~$~~’~~000~~



- 2,836 - - 4,617 7,453
- - - 411 204 636
- 3,500 5,925 - - 12,979

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

31. Key management personnel compensation

Details of key management personnel

R.W. Dobson (Chairman) appointed 28 November 2007.
J.E. McBain (Director, CEO) appointed 4 April 2008 as CEO and Director on 10 July 2006.
J.C. Huljich (Director, CEO - Property division) appointed 28 November 2007.
P.J. Done (Non-executive director) appointed 28 November 2007.
D.K. Gupta (Non-executive director) appointed 28 November 2007.
T.D. Reid (Company Secretary, and General Manager - Friendly Societies) appointed 1 October 2008.
M.J. Coy (CFO and appointed additional Company Secretary of CCL on 21 October 2009).
D.B. Govey (Head of Assets) appointed 1 May 2006.

Key management personnel compensation

The aggregate compensation paid to key management personnel of the Group is set out below:

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2012 2011
$ $
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Short-term employee benefts	1,910,770	1,799,861
Post-employment benefts	201,086	145,642
Share-based payments	-	203,687
	2,111,856	2,149,190

Detailed information on key management personnel is included in the Remuneration Report.

32. Share-based payments

Performance Rights and Executive Option Plan

The Company’s Performance Rights Plan and Executive Option Plan are described in detail in the Remuneration Report which forms part of this document.

	Performance Rights	Number of Performance	EPS	Vesting
Performance Rights Plan	~~Grant date~~	~~Rights Granted~~	~~Hurdle~~	~~Date~~

Compensation Performance Rights 10 February 2010 0.7 million No EPS hurdle 1 July 2010
Incentive Performance Rights 30 June 2010 0.3 million 8.96 cents 30 September 2010
Incentive Performance Rights 30 June 2011 0.7 million 7.50 cents (i) 30 June 2011
Incentive Performance Rights 30 June 2012 - 8.0 cents (ii) -
Incentive Performance Rights 30 June 2013 - (iii) (iii)

86 Centuria Annual Report 2012

32. Share-based payments (continued)

Performance Rights and Executive Option Plan (continued)

(i) Based on underlying net profit after tax.
(ii) Based on underlying net profit after tax, the EPS hurdle wasn’t met at 30 June 2012; hence no performance rights were issued.
(iii) EPS hurdle and vesting date will be set prior to the time of grant. There are 1.3 million performance rights available for potential future issuance by the Nomination and Remuneration Committee.

Long-term Incentives (LTI)

An Executive Option Plan (‘EOP’) was approved at the 2009 AGM. The EOP represents the long-term incentive for senior executives. The award of Executive Options under this plan was subject to EPS hurdles and a vesting date of 30 June 2012. The EPS hurdles have not been met and therefore all executive options have now expired.

During the financial year ended 30 June 2012, performance rights and options for a value of $nil (2011: $nil) were granted as performance rights and options to the executive directors.

The number and weighted average exercise price of share options granted to the executive directors is as follows:

	Weighted Average Exercise Price	Number of Options	Weighted Average Exercise Price	Number of Options


2012 2012 2011 2011
Outstanding at beginning of the fnancial year 0.73 1,000,000 0.73 1,000,000
Outstanding at end of the fnancial year 0.73 1,000,000 0.73 1,000,000

The options outstanding at 30 June 2012 had an exercise price in the range of $0.66 to $0.80 (2011: $0.66 to $0.80) and a weighted average contractual life of 1 year (2011: 2 years). All share options lapsed on the 30 June 2012 due to the performance conditions not being met.

Notes to the Consolidated Financial Statements for the financial year ended 30 June 2012

33. Parent entity disclosure

Performance Rights and Executive Option Plan (continued)

As at, and throughout the financial year ending 30 June 2012, the parent entity of the Group was Centuria Capital Limited.

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----- Start of picture text -----

2012 2011
$’000 $’000
----- End of picture text -----


Result of parent entity
Loss for the period	(2,214)	(3,699)
Total comprehensive income for the period	(2,214)	(3,699)

Financial position of parent entity at year end
Total assets	107,355	109,464
Total liabilities	22,322	20,231

Total equity of the parent entity comprising of:
Share capital	91,163	101,592
Share-based incentive reserve	(68)	477
Retained earnings	(6,062)	(12,836)
Total equity	85,033	89,233

88 Centuria Annual Report 2012

Independent Audit Report

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a swiss entity.

8989

Independent Audit Report

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90 Centuria Annual Report 2012

Additional stock exchange information as at 24 August 2012 for the financial year ended 30 June 2012

Distribution of holders of ordinary shares

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----- Start of picture text -----

Distribution of Holders of Ordinary Shares Number of Holders Ordinary Shares
----- End of picture text -----


1 - 1,000	6,372	3,247,313
1,001 - 5,000	7,082	15,803,740
5,001 - 10,000	1,045	7,103,502
10,001 - 100,000	684	15,331,769
100,001 and over	61	40,354,794
	15,244	81,841,118

Holding less than a marketable parcel	7,772	4,811,283

Substantial shareholders

	~~Shares Held~~
~~Ordinar Shareholders~~
~~y~~

RBC Dexia Services Australia Nominees Pty Limited 9,277,081
Resolute Funds Management Pty Ltd 4,363,126
JP Morgan Nominees Australia Pty Ltd 4,185,116

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----- Start of picture text -----

Ordinary Shareholders Number of Holders Ordinary Shares
----- End of picture text -----


1.	RBC Dexia Services Australia Nominees Pty Limited	9,277,081	11.34%
2.	Resolute Funds Management Pty Ltd	4,363,126	5.33%
3.	JP Morgan Nominees Australia Limited	4,185,116	5.11%
4.	Paritai Pty Limited	2,189,116	2.67%
5.	National Exchange Pty Ltd	1,401,563	1.71%
6.	Centuria Employee Share Fund Pty Ltd	1,215,000	1.48%
7.	Avanteos Investments Limited <1259738 A/C>	1,107,822	1.35%
8.	Vintage Capital Pty Ltd	1,100,000	1.34%
9.	Avanteos Investments Limited <1703553 A/C>	1,063,608	1.30%
10.	Avanteos Investments Limited <2412987 A/C>	1,020,000	1.25%
11.	Trust Company Superannuation Services Limited	960,253	1.17%
12.	Prudential Nominees Pty Ltd	873,437	1.07%
13.	Sterling Grace Capital Management LP	802,550	0.98%
14.	Sterling Grace International LLC	802,550	0.98%
15.	Drake Private LLC	746,550	0.91%
16.	Avanteos Investments Limited <2469707 A/C>	533,655	0.65%
17.	National Exchange Pty Ltd	500,000	0.61%
18.	Citicorp Nominees Pty Limited	366,747	0.45%
19.	Noonbah Pty Ltd	350,000	0.43%
20.	Locope Pty Ltd	340,000	0.42%
		33,198,174	40.56%

Voting rights

All ordinary shares (whether fully paid or not) carry one vote per share without restriction.

92 Centuria Annual Report 2012

Corporate Directory

Contact Us

Shareholder enquiries call Property investors call Policyholder enquiries call Insurance enquiries call Outside of Australia call

1800 11 29 29 1300 CENTURIA 1300 50 50 50 13 31 30 +61 2 8923 8923

Website

www.centuria.com.au

ASX Stock Code

CNI

Shareholder Enquiries

Centuria Capital Limited Share Registry C/O Computershare Yarra Falls 452 Johnson Street Abbotsford VIC 3067

GPO Box 2975 Melbourne VIC 3001

T: 1800 11 29 29

Head Office / Registered Office

Centuria Capital Limited Level 23 111 Pacific Highway Sydney NSW 2060

T: 02 8923 8923 F: 02 9460 2960 E: [email protected]

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www.centuria.com.au ASX Stock Code: CNI

Centuria Annual Report 2012

AI assistant

CENTURIA CAPITAL GROUP — AGM Information 2012

64677_rns_2012-10-02_6ef6efcb-7934-47ff-b95d-552efda7e22c.pdf

Dear Shareholder,

Notice of 2012 Annual General Meeting

Centuria Capital Limited ACN 095 454 336 (“Company”)

Items of Business

Item 1: Annual Reports

Item 2: Remuneration Report

“That the Company’s Remuneration Report set out in the Company’s Annual Report (as part of the Directors’ Report) for the year ended 30 June 2012 be adopted.”

Item 3: Re-election of Director

“That Mr Deepak Gupta be re-elected as a director of the Company.”

Notes

Note to Item 2

Voting exclusion statement

Notes

1. Voting Entitlements

2. How to vote

3. Proxies and Authorised Representatives

By mail or in person to:

By mail:

In person:

By Facsimile to:

Online at:

Online for Intermediary Online Users only at:

4. Undirected Proxies

Explanatory Notes

Item 1: Financial Report, Directors’ Report and Auditors’ Report

Recommendation

Item 2: Approval of Remuneration Report (non-binding resolution)

Explanatory Notes (continued)

Item 3: Re-election of Mr Deepak Gupta as a Director of the Company

Deepak K. Gupta

(BCA, MBA, FCFIP)

Recommendation

Glossary

In accordance with the recent amendments to the Corporations Act 2001 (Cth):

Financial Commentary for the year ended 30 June 2012

Underlying Results (AIFRS Statutory Results excluding Benefit Funds)

Questions and Comments

Name:

Address:

1. For Chairman

2. For Auditor

Centuria Capital Limited

Lodge your vote:



By Mail:

For all enquiries call:

Proxy Form

www.investorvote.com.au

 For your vote to be effective it must be received by 11:00am (AEDT) Wednesday, 31 October 2012

How to Vote on Items of Business

Appointment of Proxy

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Attending the Meeting

GO ONLINE TO VOTE,  or turn over to complete the form

I9999999999

Proxy Form

Appoint a Proxy to Vote on Your Behalf

XX

Items of Business 

SIGN

Signature of Securityholder(s) This section must be completed.

Centuria Capital Limited

Contents

Management Directory Centuria Capital Limited

Centuria Life Limited

Centuria Property Funds Limited

Highlights

About Us

Chairman’s Review

Dear Shareholders,

Chief Executive’s Report

Dear Shareholders,

Key Financial Highlights

John McBain

Financial Commentary

Corporate Debt / Equity Ratio

CENTURIA CAPITAL GROUP AGM Information 2012