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CENTURIA CAPITAL GROUP Board/Management Information 2006

Jun 27, 2006

64677_rns_2006-06-27_db6c4905-40ab-40cc-91ba-39b5c1990e87.pdf

Board/Management Information

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ASX/MEDIA RELEASE

28 June 2006

VIA ELECTRONIC LODGEMENT Australian Stock Exchange Company Announcements Platform

OFM INVESTMENT GROUP APPOINTS MANAGING DIRECTOR

The Directors of OFM Investment Group are delighted to announce the appointment of Mr Chris Martin as Chief Executive Officer and Managing Director.

Mr Martin joined OFM in 2003 to establish OFM's reverse mortgage business. He was appointed Acting CEO in March 2006. In addition to being a chartered accountant and having qualified as a solicitor, Mr Martin has over 10 years experience in the financial services, aged care and health sectors.

The Chairman of OFM, Mr Murray Chessell, said "We are delighted that Chris has accepted the position of Managing Director and Chief Executive Officer - he has presented the Board with a clear vision to re-invigorate the business and capitalise on our valuable brand and position in the over 50s market.

He has been instrumental in the development and positioning of our innovative reverse mortgage product and we look forward to him applying the same energy, passion and vision to the broader group."

In accepting the position Mr Martin said "There is a tremendous opportunity for us to leverage our strong standing in the over 50s market place and I am very excited about the potential for our customers, shareholders and staff. We aim to become the leading financial services provider to the over 50s market and through a combination of organic growth and acquisitions will work decisively toward that goal."

The appointment is effective immediately. The details of Mr Martin's remuneration package including the key terms and conditions are attached.

For further enquiries please contact:

Mr Murray Chessell, Chairman, OFM Investment Group Limited 1800 033 262 Media enquiries: Mr Rod Nockles Financial & Corporate Relations 61(0)3 9629 3000

Established in 1980, OFM Investment Group Limited is a listed financial services organisation providing a range of financial solutions to Australians to fund lifestyle and living needs. These financial products and services cover a range of investment, insurance, mortgages, and equity release products.

www.ofmig.com.au

Key terms of the Managing Director's Executive Service Agreement

OFM Investment Group and Chris Martin have signed an Executive Service Agreement, dated 28 June 2006. Mr Martin has been appointed Chief Executive Officer and Managing Director and will report to the Board.

The Managing Director's initial base salary is \$370,000, inclusive of superannuation and is subject to review at the discretion of the Board. He is eligible to earn a bonus in each financial year; the amount of which is to be determined by the Board.

Subject to shareholder approval, the Board proposes to issue Mr Martin with 900,000 options to acquire shares in the Company. The shares will have an exercise price of \$2.00, a 2% premium to the 3 day VWAP of OFM shares as at the date of his appointment as Acting CEO. The options will vest in tranches, subject to satisfaction of the performance hurdles outlined below:

Tranche Vesting date Expiry date No. of options
EPS hurdles
No. of options
TSR hurdles
First 1 July 2007 31 December 2011 22,500 22,500
Second 1 July 2008 31 December 2011 45,000 45,000
Third 1 July 2009 31 December 2011 67,500 67,500
Fourth 1 July $2010$ 31 December 2011 112.500 112,500
Fifth 1 July 2011 31 December 2011 202,500 202,500

While the options will vest according to the above table. Mr Martin cannot ordinarily exercise any options until 1 July 2011. However, all options will vest immediately upon any change in control of the Company (meaning any party acquiring more than 50% of the voting rights to shares in the Company) which effectively prevents Mr Martin from performing his duties as Managing Director.

Half of the options in each tranche are subject to EPS performance hurdles and half are subject to total shareholder return (TSR) performance hurdles. A performance scale determines the proportion of shares which will vest under different scenarios. In any tranche, in order for 100% of the options to vest, OFM's EPS growth must be greater than or equal to 12% for that year, and TSR relative to the ASX Financial (excluding Property Trusts) Accumulation Index, must be greater than or equal to 120%. There is a catch-up clause which allows options which would have vested if maximum performance hurdles were met to vest if the compound EPS growth and TSR since 1 July 2006 meet the performance hurdles.

In his previous role in which he established the reverse mortgage business, Mr Martin was entitled to a share of the profits generated by that business unit. In accepting the role of Managing Director, Mr Martin has foregone his right to share in the profits generated by the reverse mortgage business. Accordingly the Board proposes, subject to shareholder approval, to grant him an additional 200,000 options, also with an exercise price of \$2.00. These options are not subject to the performance hurdles.

The Executive Service Agreement has a term of five years, but can be terminated by either party with six months written notice. The Company can terminate the agreement immediately at any time in certain circumstances.