CENTURIA CAPITAL GROUP — Capital/Financing Update 2009

Dec 15, 2009

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16 December 2009

Dear Shareholder,

Share Purchase Plan Offer

Following the successful completion on Friday, 11 December 2009 of a $6.5 million institutional placement of shares at an issue price of $0.72 per share ( Placement ) which was oversubscribed, the Board of Over Fifty Group Limited ( ASX: OFG ) is pleased to give all eligible shareholders an opportunity to subscribe for additional shares in Over Fifty Group under a share purchase plan ( SPP ). Participation in the SPP is optional and is open to all eligible shareholders who, at 7.00pm (Sydney time) on Friday, 11 December 2009 are recorded on the Over Fifty Group share register as fully paid ordinary shareholders in Over Fifty Group and whose registered address is in Australia or New Zealand.

The SPP will provide all eligible shareholders with the opportunity to subscribe for up to $15,000 worth of new Over Fifty Group shares without incurring brokerage or other transaction costs. Importantly, eligible shareholders are being offered the opportunity to participate in the SPP capital raising at the same price as paid by institutional investors in the Placement. The aggregate subscriptions that Over Fifty Group will accept under the SPP will be capped at $4.0 million and Over Fifty Group will scale back applications if they exceed that amount.

Full details of the SPP are set out in the enclosed Terms and Conditions. I encourage you to read the enclosed SPP Terms and Conditions in full and consider seeking independent financial and taxation advice before making a decision as to whether or not to participate in the SPP offer.

Purpose of the SPP

The Board of Over Fifty Group intends to apply the proceeds from the Placement and the SPP to reduce Over Fifty Group's existing debt, to strengthen the company’s balance sheet and to provide working capital for future organic and acquisition growth opportunities.

OFG is also pleased to announce that:

• OFG can revise its earnings guidance for FY2010, lifting its Net Profit After Tax ( NPAT ) guidance from $6.0 million (announced on 29 October 2009) to $6.3 million (calculated at $6.5 million on an annualised basis) if the capital raising is fully subscribed. On a Earnings per Share basis, this equates to 8.6 cents per share; and

• OFG expects to be able to declare a final dividend for FY2010 in the second half of next year. OFG's current dividend policy is to pay up to 60% of NPAT in any period and OFG will make a further announcement during the next quarter regarding FY2010 dividend payments.

Over Fifty Group Limited ABN 22 095 454 336 call 1300 50 50 50 fax (03) 9629 3397 visit Level 30, 367 Collins St, Melbourne, Vic 3000. post GPO Box 695, Melbourne, Vic 3001

Highlights of the SPP offer

Key features of the SPP include:

• the offer price being the lesser of:

• the Placement price of $0.72 per share; and

• a 10% discount to the 10-day volume weighted average price (or VWAP) for Over Fifty Group shares in the period up to (and including) the closing date of the SPP,

• so that participants will pay no more than $0.72 per share under the SPP;

• no brokerage, commission or other transaction costs are payable by participants in the SPP;

• minimum subscription: $1,000; and

• maximum subscription: $15,000.

When to apply

The SPP offer will open at 9.00am (Sydney time) on Wednesday, 16 December 2009 and remain open until 5.00pm (Sydney time) on Monday, 18 January 2009. As soon as practicable after the close of the SPP offer, Over Fifty Group will make an announcement as to the outcome of the SPP offer including the results of any scale back and the number of new Over Fifty Group shares to be issued under the SPP.

How to apply

To participate in the SPP, please read the application instructions in the enclosed Terms and Conditions. Participants can apply online and pay by BPay® or by returning the enclosed Application Form together with a cheque, bank draft or money order.

Applications must be completed online or returned by mail no later than 5.00pm (Sydney time) on Monday, 18 January 2009. No applications will be accepted after that time.

Further information

Should you require further information or assistance in relation to the SPP, please contact Over Fifty Group Investor Enquiries by telephone on 1800 112 929. If you require further information about Over Fifty Group, please visit the company's website www.overfifty.com.au.

If you are a "custodian" you may be required to submit a custodian certificate to Over Fifty Group in order to participate on behalf of any beneficiaries. Please see the enclosed SPP Terms and Conditions for further details.

The SPP offer does not take into account the individual investment objectives, financial situation or particular needs of individual eligible shareholders. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to participate in the SPP offer.

Yours sincerely,

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Roger Dobson Chairman

Share Purchase Plan Offer Booklet

Over Fifty Group Limited ABN 22 095 454 336

OVER FIFTY GROUP LIMITED

This is an important document offering all eligible shareholders the opportunity to apply to purchase up to $15,000 worth of new fully paid ordinary shares in Over Fifty Group Limited (Over Fifty Group) without incurring brokerage or other transaction costs. If you are unsure about what to do, please seek independent financial and taxation advice.

If you have any questions about the Over Fifty Group Share Purchase Plan please contact Over Fifty Group Investor Enquiries by telephone on 1800 112 929.

THIS DOCUMENT MAY NOT BE DISTRIBUTED OR RELEASED IN THE UNITED STATES OF AMERICA OR PROVIDED TO U.S. PERSONS.

Key dates & indicative timetable*

Event	Date
Record Date	Friday, 11 December 2009 Date on which Over Fifty Group determines eligible shareholders
Opening Date	Wednesday, 16 December 2009 SPP offer booklet despatched to eligible shareholders and SPP offer opens
SPP Pricing Period	5 - 18 January 2010 See the Terms and Conditions for details about the pricing of the SPP offer
Closing Date	Monday, 18 January 2010 The date on which the SPP offer closes
Issue Date	Monday, 25 January 2010 Date on which shares are issued and any scale back is determined

• The above timetable is indicative only and subject to change. Over Fifty Group reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary any of the above dates without prior notice by making an announcement on the ASX company announcements platform.

Over Fifty Group Limited | Share Purchase Plan Offer Booklet - December 2009

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OVER FIFTY GROUP LIMITED

Share Purchase Plan Application Instructions

• If you would like to participate in the Share Purchase Plan ( SPP ), please follow the instructions in the enclosed SPP application form ( Application Form ).

• To participate you can either;

Apply Online: by making a payment by BPay®. To do this you must use the reference number shown on the Application Form which is required to identify your holding. If you make a payment with BPay® you do not need to return an Application Form but are taken to have given the certifications and representations referred to in this booklet and the Application Form.

OR

Apply using the enclosed Application Form: Complete the Application Form, attach a cheque, bank draft or money order and submit the application in accordance with the instructions in the Application Form.

• (a) Cheques, bank drafts and money orders are to be made payable to "Over Fifty Group Limited" in Australian currency and crossed "Not Negotiable".

• (b) Application Forms together with application moneys should be sent in the "reply paid" envelope enclosed to:

Over Fifty Group Limited C/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001

• All Application Forms or BPay ® payments must be received by Over Fifty Group Limited by 5.00pm (Sydney time) on Monday, 18 January 2010.

• You will not be able to withdraw or revoke your application or BPay® payment once you have submitted or made it.

If you apply to participate in the SPP by completing and returning the Application Form or making a BPay ® payment, you are accepting the risk that the market price of Over Fifty Group shares may change between the date of the SPP offer, the date on which you send in an Application Form or make a BPay ® payment and the Issue Date. This means that it is possible that, up to or after the Issue Date, you may be able to buy Shares at a lower price than the Issue Price.

We encourage you to seek your own independent financial and taxation advice regarding your participation in the SPP and consider the following information which details the terms and conditions of the SPP offer ( Terms and Conditions ).

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OVER FIFTY GROUP LIMITED

Share Purchase Plan Terms & Conditions

What is the Share Purchase Plan?

The Share Purchase Plan ( SPP ) enables eligible shareholders of Over Fifty Group Limited ( Over Fifty Group ) to buy more ordinary shares in Over Fifty Group ( Shares ) without incurring brokerage or transaction costs.

Each offer under the SPP will be made on the same terms and conditions detailed in this booklet. All eligible shareholders of Over Fifty Group will receive the same offer, regardless of how many Shares they hold.

Any Shares issued to you under the SPP will rank equally with your existing Shares at the date of issue and will carry the same voting rights and other entitlements.

Offer timetable

The timetable for the SPP will be as follows:

• This offer is dated and opens at 9.00am (Sydney time) on Wednesday, 16 December 2009 ( Opening Date ).

• The offer closes at 5.00pm (Sydney time) on Monday, 18 January 2010 ( Closing Date ). Applications by BPay ® or by cheque, bank draft or money order accompanied by a hard copy of the Application Form will not be accepted or processed by Over Fifty Group if they are received after this date.

• Over Fifty Group proposes to issue Shares on Monday, 25 January 2010 ( Issue Date ).

• Over Fifty Group intends to despatch transaction confirmation statements on or around Wednesday, 27 January 2010 ( Despatch Date ).

• Over Fifty Group expects Shares will commence trading on the Australian Securities Exchange ( ASX ) on Thursday, 28 January 2010 ( Share Trading Date ).

• Over Fifty Group can change, at any time, the Closing Date, the Issue Date, the Share Trading Date and the Despatch Date (even if the offer has opened, or BPay ® payments or Application Forms have been received) by announcing a revised timetable on the ASX company announcements platform.

Who is eligible to participate in the SPP?

You are eligible to participate in the SPP if you were the registered holder of fully paid Shares in Over Fifty Group at 7.00pm (Sydney time) on Friday, 11 December 2009 ( Record Date ), with a registered address (as recorded in Over Fifty Group's register of members) in Australia or New Zealand ( Eligible Shareholder ) unless you hold Shares on behalf of another person who resides outside Australia or New Zealand, in which case you will not be eligible to participate in respect of the Shares of that person.

The board of directors ( Board ) of Over Fifty Group has determined that it is unlawful or impractical for the SPP to be offered to shareholders whose address on the Over Fifty Group share register is in a country outside of Australia or New Zealand.

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OVER FIFTY GROUP LIMITED

This offer is being made to New Zealand shareholders in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002.

Joint holders of Shares will be taken to be a single registered holder for the purposes of the SPP and any certification by any of them is taken to be a certification by all of them.

If a trustee or nominee is expressly noted on Over Fifty Group's register of members as holding Shares on account of another person (a beneficiary ), the beneficiary is taken to be the registered holder in regard to those Shares and any application or certification by, and any issue of Shares to, the trustee or nominee is taken to be an application or certification by, or an issue to, the beneficiary. Where a trustee or nominee is a registered holder of Shares but is not expressly noted on the register as holding Shares on account of a beneficiary, the trustee or nominee may only participate as a single registered holder of the Shares.

A summary of the eligibility criteria is set out below (in each case assuming that the relevant registered shareholder is a registered holder of fully paid Shares at 7.00pm (Sydney time) on the Record Date):

Type of holder	Registered address in Australia or New Zealand	Eligible?	Participation Level
Individual	Yes	Yes	Selection from 5 parcels ($1,000, $2,000, $5,000, $10,000 and $15,000)
Individual	No	No	None
Joint-holders	Yes	Yes	Selection from 5 parcels ($1,000, $2,000, $5,000, $10,000 and $15,000) for the joint holding
Joint-holders	No	No	None
Company (including a custodian/trustee/nominee holder who holds shares as a principal)	Yes	Yes	Selection from 5 parcels ($1,000, $2,000 $5,000, $10,000 and $15,000)
Company (including a custodian/trustee/nominee holder who holds shares as a principal)	No	No	None
Beneficiary who is expressly noted in Over Fifty Group's share register	Yes	Yes	Selection from 5 parcels ($1,000, $2,000, $5,000, $10,000 and $15,000) provided thatthe custodian, nominee or trustee who is the registered holder is eligible and applies on behalf of the beneficial holder

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OVER FIFTY GROUP LIMITED

Type of holder	Registered address in Australia or New Zealand	Eligible?	Participation Level
Beneficiary who is expressly noted in Over Fifty Group's share register	No	No	None

Custodians, trustees and nominees

If you are a custodian, trustee or nominee within the definition of "custodian" in ASIC Class Order CO 09/425 ( CO 09/425 ) and hold Shares on behalf of one or more persons (each a Participating Beneficiary ), you may apply for new Shares up to a maximum of $15,000 worth of Shares for each Participating Beneficiary, subject to providing a notice in writing to Over Fifty Group ( Custodian Certificate ) certifying the following:

• that you hold ordinary shares on behalf of the Participating Beneficiaries who have subsequently instructed you to apply for new Shares on their behalf under the SPP offer;

• the number of Participating Beneficiaries;

• the name and address of each Participating Beneficiary;

• the number of Shares that you hold on behalf of each Participating Beneficiary;

• the dollar amount of new Shares which each Participating Beneficiary has instructed you to apply for on their behalf;

• that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $15,000:

• i. new Shares applied for, by you, on their behalf under the SPP offer; and

• ii. any other Shares issued to you as custodian in the 12 months before your application under an arrangement similar to the SPP offer as a result of an instruction given by them to you as custodian to apply for Shares on their behalf.

For the purposes of CO 09/425 you are a "custodian" if you are a registered holder that:

• holds an Australian financial services licence that:

• i. covers the provision of a "custodial or depository service" (as defined in section 766E of the Corporations Act); or

• ii. includes a condition requiring the holder to comply with ASIC Class Order CO 02/294; or

• is exempt under

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OVER FIFTY GROUP LIMITED

• i. paragraph 7.6.01(1)(k) of the Corporations Regulations 2001; or

• ii. under ASIC Class Order CO 05/1270 to the extent that it relates to ASIC Class Order CO 03/184,

from the requirement to hold an Australian financial services licence for the provision of a custodial or depository service.

If you hold Shares as a trustee, custodian or nominee for another person, but are not a "custodian" as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply.

Custodians should have received a Custodian Certificate. If you do not receive a Custodian Certificate or would like further information on how to apply, you should contact Over Fifty Group Investor Enquiries by telephone 1800 112 929.

Do I have to participate in the SPP?

No. Participation in the SPP is optional for Eligible Shareholders.

Can I transfer this offer to someone else?

No. The offer under the SPP for you to buy Shares is personal to you and nonrenounceable. This means that you cannot transfer your right to buy Shares under the SPP to anyone else.

What is the Issue Price?

The SPP offer price ( Issue Price ) for each Share under the SPP will be the lower of:

• $0.72 per Share (being the price under the institutional placement by Over Fifty Group which completed on Friday, 11 December 2009); and

• a 10% discount to the volume weighted average price (or VWAP) of the Shares traded in the ordinary course on the ASX over the 10 days up to and including the Closing Date.

If you apply to participate in the SPP by completing and returning the Application Form or making a BPay ® payment, you are accepting the risk that the market price of the Shares may change between the date of the SPP offer, the date on which you send in an Application Form or make the BPay ® payment and the Issue Date. This means that it is possible that, up to or after the Issue Date, you may be able to buy Shares at a lower price than the Issue Price.

Eligible Shareholders should take this into account before deciding whether or not to participate in the SPP offer. Also, Eligible Shareholders need to consider whether or not they should participate in the SPP offer in light of their financial and other personal circumstances. If Eligible Shareholders are in any doubt generally about whether or not the Shares are an appropriate investment or specifically about whether or not to participate in the SPP offer, they should seek independent financial and taxation advice.

When does the SPP offer open and close?

The SPP offer opens on the Opening Date and closes at 5.00pm (Sydney time) on the Closing Date, unless extended. Over Fifty Group may, at any time, change the Closing Date, or the Issue Date, by making an announcement to the ASX company announcements

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OVER FIFTY GROUP LIMITED

platform. Over Fifty Group may also terminate the SPP at any time before the issue of Shares under the SPP. If Over Fifty Group terminates the SPP, it will refund any proceeds paid by an Eligible Shareholder promptly. No interest will be paid on any money refunded.

Acquisitions of additional Shares by Eligible Shareholders or new separate holdings of Shares acquired after the Record Date will not give rise to any additional right to subscribe for Shares under this SPP offer or otherwise.

How much can I invest?

The offer under the SPP needs to comply with requirements issued by the Australian Securities and Investments Commission ( ASIC ) and the ASX. Amongst other things, this means that Eligible Shareholders may only acquire a maximum of $15,000 worth of Shares under a share purchase plan (such as the SPP) in any 12 month period. Over Fifty Group has not conducted a SPP in the preceding 12 months.

This limitation applies, for example, even if you receive more than one Application Form or if you hold Shares in more than one capacity eg, if you are both a single and joint holder of Shares, as described above. The $15,000 value limit applies irrespective of the number of fully paid Shares you hold on the Record Date.

Under the SPP, you may apply for a parcel of shares valued at

$15,000	Maximum subscription amount
$10,000	One parcel
$5,000	One parcel
$2,000	One parcel
$1,000	One parcel

How will the number of Shares issued to me be calculated?

The number of Shares to be issued to you will be calculated by dividing the value of Shares that you apply for by the Issue Price, then rounding down to the nearest whole number of Shares. Unless Over Fifty Group exercises its right to scale back applications, or refunds amounts by reason of not receiving one of the amounts designated on the Application Form (in which case it will return any excess application money to that shareholder), Over Fifty Group will retain the excess application money and pay such amount as a donation to an Australian registered charity selected by the Board of Over Fifty Group.

For example, absent any scale back, if you apply for $15,000 worth of Over Fifty Group Shares and the offer price is $0.72 per Share, you will be issued 20,833 Shares and Over Fifty Group will donate $0.24 to an Australian registered charity selected by the Board of Over Fifty Group .

Will applications be scaled-back?

Over Fifty Group reserves the right to scale back allocations under the SPP if the total number of Shares applied for exceeds approximately 5.6 million Shares. If applications are scaled back, Over Fifty Group may in its absolute discretion issue to you less than the number of Shares you have applied for. This means that if there is a scale back, Over Fifty Group may in its absolute discretion determine to apply the scale back to the extent and in the manner that it sees fit.

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OVER FIFTY GROUP LIMITED

If a scale back produces a fractional number of Shares when applied to your parcel, the number of Shares you will be issued will be rounded down to the nearest whole number of Shares. If as a result of rounding, there is a difference between the application monies received and the number of Shares that can be issued to you (multiplied by the Issue Price), that difference will be donated to a registered Australian Charity selected by the Board of Over Fifty Group.

How do I apply for Shares under the SPP?

If you would like to participate in the SPP you can either:

• Apply Online: by making a payment by BPay®. To do this you must use the reference number shown on the Application Form which is required to identify your holding. If you make a payment with BPay® you do not need to return an Application Form but are taken to have made the certifications and representations described in this booklet and the Application Form.

OR

• Apply using the enclosed Application Form: Complete the Application Form, attach a cheque, bank draft or money order and submit the application in accordance with the instructions in the Application Form.

• Cheques, bank drafts and money orders are to be made payable to "Over Fifty Group Limited" in Australian currency and crossed "Not Negotiable".

• Application Forms together with application moneys should be submitted in the "reply paid" envelope enclosed to:

Over Fifty Group Limited C/- Link Market Services Limited GPO Box 3560 Sydney NSW 2001

• All Application Forms or BPay ® payments must be received by Over Fifty Group Limited by 5.00pm (Sydney time) on Monday, 18 January 2010.

• You will not be able to withdraw or revoke your application or BPay® payment once you have submitted or made it.

Applications should only be made in one of the designated amounts set out in the Application Form and this booklet. If the amount of the cheque, bank draft or money order tendered with the Application Form or transferred via BPay ® is not one of the designated amounts, Over Fifty Group reserves the right to return the Application Form and payment and not issue any Shares to you or, subject to scale back, to issue to you the number of Shares that would have been issued had you applied for the highest designated amount that is less than the amount of your cheque or payment and refund the balance of your application monies without interest.

By submitting an Application Form with application money or making a BPay ® payment you:

• agree that the application is only effective as of the later of the Opening Date or the date on which the application is signed or submitted ( Effective Date );

• certify with effect on and from the Effective Date that the aggregate of the application price for the Shares the subject of the application and any other Shares applied for by you under the SPP or any other similar arrangement in the 12 months before the Effective Date, does not exceed $15,000;

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OVER FIFTY GROUP LIMITED

• accept that you will not be able to withdraw or revoke your application or BPay ® payment once it has been sent;

• authorise Over Fifty Group (and its officers or agents) to correct any error or omission in your Application Form and to complete the Application Form by the insertion of any missing details;

• acknowledge that Over Fifty Group may at any time determine that your application form is valid, in accordance with these Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective;

• agree that where you have previously provided Over Fifty Group with bank account details for the purpose of direct credit of Over Fifty Group dividends, any refund to be paid under these terms and conditions may be direct credited into that nominated account;

• accept the risk associated with any refund that may be sent by direct credit or cheque to your address shown on Over Fifty Group's register of members;

• acknowledge that you are responsible for dishonour fees or other costs Over Fifty Group may incur in presenting a cheque for payment which is dishonoured;

• acknowledge that Over Fifty Group has not provided you with any investment advice or financial product advice and has not had any obligation to provide you with advice concerning the decision as to whether to apply for and buy Shares;

• acknowledge that Over Fifty Group is not liable for any exercise of discretions referred to in these Terms and Conditions;

• agree to otherwise be bound by these Terms and Conditions and the Over Fifty Group constitution; and

• authorise Over Fifty Group to place your name on the register of members in respect of the Shares which are issued to you under the SPP offer.

You will not be able to withdraw or revoke your Application Form or request a refund of your BPay® payment once you have sent it to Over Fifty Group.

Over Fifty Group reserves the right to reject any application to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these Terms and Conditions or any statute, law, regulation, statutory instrument or the listing rules of the ASX.

What is the Issue Date and quotation date?

Shares under the SPP will be issued on the Issue Date. Over Fifty Group will apply for those Shares issued under the SPP to be quoted on the ASX on the Share Trading Date. It is anticipated that the Share Trading Date will be on, or shortly after, the Issue Date.

Over Fifty Group will issue transaction confirmation statements or confirmation advice for the Shares issued to you under the SPP. You should confirm your holding before trading in any Shares you believe have been issued to you under the SPP.

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OVER FIFTY GROUP LIMITED

Costs of participation

No brokerage, commissions or other transaction costs will be payable by Eligible Shareholders in respect of the application for, and issue of Shares under, the SPP.

Additional terms of this SPP

The SPP is administered by the Board which may determine in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant, or application for Shares under the SPP. The determination of the Board will be conclusive and binding on all participants and other persons to whom the determination relates.

The Board reserves the right to withdraw the offer of Shares under the SPP at any time prior to the Issue Date, to waive strict compliance with any provision of these Terms and Conditions, to amend or vary these Terms and Conditions and to suspend or terminate the SPP at any time. If the SPP is withdrawn, all application monies will be refunded promptly without interest.

The Board may at any time irrevocably determine that an application is valid in accordance with these Terms and Conditions, even if the Application Form is incomplete, contains errors or is otherwise defective. The Board is authorised to correct any error in, or omission from, an Application Form by the insertion of any missing details.

Class Order compliance: The offer of Shares under the SPP is made in accordance with ASIC CO 09/425 which grants relief from the requirement to prepare a prospectus for the offer of Shares under the SPP.

No underwriting: The SPP offer will not be underwritten.

Governing law: The offer of Shares under the SPP is governed by the law in force in New South Wales. By participating in the SPP, you submit to the non exclusive jurisdiction of the courts of New South Wales.

Who can I contact if I have any questions about the SPP?

If you have any questions about these Terms and Conditions or about how to make an application, you can contact Over Fifty Group Investor Enquiries by telephone on 1800 112 929.

Over Fifty Group will not provide financial, investment or taxation advice. We suggest you seek independent financial and taxation advice before deciding whether to participate in the offer of Shares under the SPP.

Foreign securities restrictions

This booklet does not constitute an offer to sell, or a solicitation of an offer to buy securities in the United States of America or any jurisdiction other than Australia and New Zealand. The Shares have not been and will not be registered under the U.S. Securities Act of 1933, or the securities laws of any state or other jurisdiction of the United States of America and may not be offered, sold or delivered, directly or indirectly, in, or to persons in, the United States of America, except in accordance with an available exemption from registration.

Because of those legal restrictions, you must not send copies of this booklet or any other material relating to the offer of Shares under the SPP to any person in the United States of America or who is, or is acting for the account or benefit of, U.S. persons.

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OVER FIFTY GROUP LIMITED

Consistent with the representations contained in this booklet and the Application Form included with this booklet, you may not submit any completed Application Forms for any person in the United States of America or who is, or is acting for the account or benefit of, U.S. persons. Failure to comply with these restrictions may result in violations of applicable securities laws.

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All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: 1800 112 929 (02) 8280 7451 Facsimile: (02) 9287 0303 ASX Code: OFG

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Over Fifty Group Limited ABN 22 095 454 336

Email: registrars@linkmarketservices.com.au Website: www.linkmarketservices.com.au

SrN/hIN:

Entitlement Number:

record Date: 7.00pm (AEDT) 11 December 2009 Offer Opens: 9.00am (AEDT) 16 December 2009

Offer Closes: 5.00pm (AEDT) 18 January 2010

ShArE PUrChASE PLAN (“SPP”) APPLICATION FOrM

How do I apply for Shares under this offer?

• Carefully read the SPP Terms and Conditions accompanying this form.

• Decide on the amount you wish to apply for.

• Pay for the Shares in accordance with the instructions outlined in the Terms and Conditions Booklet and further important instructions on the reverse of this form.

Option 1: Paying by Bpay[®] .

Option 2: Paying by Cheque, Bank Draft or Money Order.

• Payments must be in Australian dollars.

PAYMENT OPTIONS

Option 1: Paying by Bpay[®]

If paying by Bpay[®] , you do NOT need to complete or return the Acceptance Slip attached to this Application Form below. Payment must be received by the Registry by Bpay[®] by 5.00pm (AEDT) on 18 January 2010. By paying by Bpay[®] , you will be deemed to have completed an Application Form for the number of Shares the subject of your Application Payment.

If you make a payment by Bpay[®] and Over Fifty Group Limited receives an amount which is not equal to either A$1,000, A$2,000, A$5,000, A$10,000 or A$15,000, Over Fifty Group Limited may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,000.

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Biller Code: 697821 Ref:

Telephone & Internet Banking – Bpay[®]

Contact your bank or financial institution to make this payment from your cheque, savings, debit or transaction account. More info: www.bpay.com.au

® Registered to Bpay Pty Ltd ABN 69 079 137 518

Option 2: Paying by Cheque, Bank Draft or Money Order

If paying by cheque, bank draft or money order, complete and return the Acceptance Slip attached to this Application Form with your Application Payment.

• A. Tick the box beside the amount you wish to apply for, either A$1,000, A$2,000, A$5,000, A$10,000 or A$15,000.

• B. Enter your cheque, bank draft or money order details. The amount of your Application Payment should be equal to the amount applied for in section A of the Acceptance Slip. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “Link Market Services Limited – Over Fifty Group Limited” and crossed “Not Negotiable”. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. If you provide a cheque, bank draft or money order for an amount that is not equal to either A$1,000, A$2,000, A$5,000, A$10,000 or A$15,000, Over Fifty Group Limited may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion. Your payment must be for a minimum of A$1,000.

• C. Enter your contact telephone number at which we may contact you regarding your application for Shares, if necessary.

ThIS IS A PErSONALISED FOrM FOr ThE SOLE USE OF ThE ShArEhOLDEr AND hOLDING rECOrDED ABOVE.

Please detach and enclose with payment

Over Fifty Group Limited ABN 22 095 454 336

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SRN/HIN:
ABN 22 095 454 336
Entitlement Number:
A I/we wish to purchase a parcel of Shares to the dollar amount of (tick one box only):
A$1,000 OR A$2,000 OR A$5,000 OR A$10,000 OR A$15,000
B Make your cheque, bank draft or money order payable to “Link Market Services Limited – Over Fifty Group Limited” and crossed “Not Negotiable”
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$ .00
C Telephone Number – Business Hours Telephone Number – After Hours Contact Name
( ) ( )
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IMPOrTANT INFOrMATION

1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

2. If you do not wish to purchase additional Shares under this SPP, there is no need to take action.

3. Please ensure you have read and understood the SPP Terms and Conditions and this Important Information, before you make the Application Payment by Bpay[®] or you submit your Acceptance Slip with your Application Payment.

4. This SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

5. If you are a custodian, trustee or nominee within the definition of “custodian” in ASIC Class Order [CO 09/425] you must complete and submit an additional Schedule that contains additional certifications and details that must be provided (“the Schedule”) before your Application will be received. The Schedule can be obtained by contacting the Over Fifty Group Limited SPP Offer Information Line. Applications received by custodians that are not accompanied by the Schedule will be rejected.

6. For applicants that are not required to complete the Schedule, by submitting the Acceptance Slip (with a cheque, bank draft or money order) or making payment by Bpay[®] , you certify that the aggregate of the Application Payment paid by you for:

7. the parcel of New Shares indicated on this Application Form or Bpay[®] payment; and

8. any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to the date of submission of the Acceptance Slip or payment by Bpay[®] does not exceed A$15,000.

9. Over Fifty Group Limited reserves the right to make amendments to this Application Form where appropriate

10. Applicants are not assured of receiving the Shares for which they have applied as Over Fifty Group Limited may scaleback applications in its discretion.

How to Lodge your Acceptance Slip and Application Payment

A reply paid envelope is enclosed for you to return your Acceptance Slip and Application Payment. No postage stamp is required if it is posted in Australia.

Acceptance Slip and the payment for New Shares must be received by the Registry no later than the closing date shown overleaf. If paying by Bpay[®] you do not need to complete or return the Application Form. You should check the processing cut off-time for Bpay[®] transactions with your bank, credit union or building society to ensure your payment will be received by the Registry by the close of the offer.

ding society to ensure your payment will	be received by the	Registry by the close of the offer.
Mailing Address	or	Hand Delivery
Over Fifty Group Limited		Over Fifty Group Limited
C/- Link Market Services Limited		C/- Link Market Services Limited
GPO Box 3560		Level 12, 680 George Street
Sydney NSW 2001		Sydney NSW 2000(Please do not use this address for mailing purposes)

Make sure you send your Acceptance Slip and Application Payment allowing enough time for mail delivery, so Link Market Services Limited receives them no later than 5.00pm (AEDT) on 18 January 2010. Please ensure sufficient cleared funds are held in your account, as your cheque will be banked as soon as it is received. Over Fifty Group Limited reserves the right not to process any Acceptance Slips and Application Payments received after the Closing Date.

If you require information on how to complete this Acceptance Slip please contact the Over Fifty Group Limited SPP Offer Information Line on 1800 112 929 if calling within Australia or +61 2 8280 7451 if calling from outside of Australia.