CENTURIA CAPITAL GROUP — Interim / Quarterly Report 2008

Feb 21, 2008

Appendix 4D

Half Year Report

OVER FIFTY GROUP LIMITED

ABN: 22 095 454 336

$\mathbf{1}$ Reporting period: 1st July 2006 to 31st December 2007 Previous period: 1st July 2005 to 31st December 2006

2	Results for announcement to the market	S'000	% change from previous period
2.1	Revenue from ordinary activities. (see 2.6 below)	59,263	$-17.31%$
2.2	Profit (loss) from ordinary activities after tax attributable to members.	3,509	16.66%
2.3	Net profit (loss) for the period attributable to members.	3,509	16.66%
2.4	Final dividend 2007: (paid in Oct 2007)
	Amount per security (cents)		6.00
	Franked amount per security (cents)		6.00
	Proposed interim dividend 2008:
	Amount per security (cents)		5.00
	Franked amount per security (cents)		5.00
2.5	Interim dividend:
	Record date for determining entitlements to the dividend		$7-Mar-08$

Revenue from ordinary activities relating to shareholders actually increased during the period by 8.33% 2.6 which related mainly to increased revenue from the reverse mortgage business as a result of the increasing balance of reverse mortgage loans. However, due to the new accounting standards, revenue from the benefit funds of our wholly-owned friendly society must be consolidated with the Group results. As such the overall decrease in the revenue as shown in 2.1 above, was mainly caused by the substantial reduction in unrealised gains on the benefit funds financial assets and the reduction in size of the benefit funds under management.

The net profit for the half year to 31 December 2007 was a increase of 16.66% over the corresponding period last year. This figure was in line with what was anticipated for the first half.

The main sources of revenue were from the operations of the Over Fifty Mutual Friendly Society and the Property Funds Management division. Of the other divisions, the Reverse Mortgage business has continued to grow and the loan portfolio is now approximately \$154 million. The result for the six months was however affected by two items of expense being:

• 1. Expenses totalling \$1.162m were incurred prior to the contested AGM held on 28th November 2007. These are one off costs and are set out in note 2(vii) of the Notes to the Financial Statements and included costs associated with a strategic review, litigation with an executive director in relation to the strategic review, legal advice, a gratuity payment and communication costs with the company's shareholders.
• Specific provisions totalling \$1.381m to cover the expected non recovery of mortgage advances $2.$ relating to the commercial mortgage division which is currently being wound down.

3	Net tangible assets backing:
		2007	2006
	Number of Ordinary Shares	58,870,394	58,464,940
	Net tangible assets (\$000's)	53,486	51,058
	Net tangible assets per security.	\$0.91	\$0.87
4	There were no entities over which control has been gained during the period.
5	Final dividend 2007:
	Date dividend paid		$5-Oct-07$
	Amount of dividends paid		\$3,532,224
	Amount per security of foreign sourced dividend		0.00
	Proposed Interim dividend:
	Date dividend payable		$4 - Apr-08$
	Amount of dividend payable		\$2,943,520
	Amount per security of foreign sourced dividend		0.00

A Dividend Reinvestment Plan ("Plan") has been in operation since the Company listed on the ASX on 26 6 March 2002.

A copy of the Plan Rules is available on the Company's website or from our share registry at ASX Perpetual Registrars Limited.

However, the Plan is currently suspended until further notice.

• The Group owns 50% of the shares in Mortgageport Management Pty Limited. As the Company does not $\overline{7}$ have control the entity is treated as an associate and accounted for using the equity method. The contribution to the group's results for the half year was \$367,091 (2006: \$181,513).
• 8 Over Fifty Group Limited is not a foreign entity nor are any of the controlled entities.
• 9 This report is based on accounts, which have been reviewed by the auditors. A copy of the auditor's review report is attached.

The accounts are not subject to qualification.

over_ a
group

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES

A.B.N. 22 095 454 336

INTERIM FINANCIAL REPORT

FOR THE HALF YEAR ENDED 31 DECEMBER 2007

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2007

The Directors of Over Fifty Group Limited ("the Company") submit the following report in respect of the half year ended 31 December 2007.

DIRECTORS

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

M.G. Chessell OAM, LL.B, (Chairman until resignation). Independent Director since 21st December 2000 - Resigned 28th November 2007.

R.W. Dobson, LL.B(Hons), LLM. (Chairman since appointment). Independent Director appointed 28th November 2007.

P.J. Done, BComm, FCA. Independent Director appointed 28th November 2007.

W.J. Forster B.Sc., MRICS. Independent Director since 21st December 2000 - Resigned 28th November 2007.

M.G. Grant BVSc, MBA, FAICD. Independent Director since 4th April 2001.

M.A. Gray AM, BComm, DDA, FREI, FAPI, FAICD. Independent Director since 4th April 2001 - Resigned 28th November 2007

D.K. Gupta, BComm, MBA. Independent Director appointed 28th November 2007.

J.C. Huljich, BComm. Executive Director appointed 28th November 2007.

C.R. Martin, B.Ec., LL.B (Hons), CA (Managing Director until resignation). Executive Director since 28th June 2006 -Resigned 1st February 2008.

J.E. McBain, DipUrbVal. Executive Director since 10th July 2006.

R.R. Officer BAgSc (Melb.), MAgEc (NE), MBA, PhD (Chicago), FASSA. Independent Director since 26th August 2003 - Resigned 28th November 2007.

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

R.W. Dobson, LL.B(Hons), LLM. (Chairman since appointment). Independent Director appointed 28th November 2007.

P.J. Done, BComm, FCA. Independent Director appointed 28th November 2007.

D.K. Gupta, BComm, MBA. Independent Director appointed 28th November 2007.

J.C. Huljich, BComm. Executive Director appointed 28th November 2007.

Unless indicated otherwise, Directors held their positions as a Director throughout the half year and up to the date of this report. Where Directors have resigned during the period their details are correct to the date of resignation.

COMPANY SECRETARY

C.A. Jones LLB. Company Secretary since March 2003 - Resigned 10th December 2007.

T.D. Reid, Dip. Bus. Studies (Acc), , CA, Fdn FPA. Appointed Company Secretary 10th December 2007.

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2007

PRINCIPAL ACTIVITIES

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

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

REVIEW OF OPERATIONS

The net profit after tax for the half year to 31st December 2007 was \$3.509 million (2006 \$3.008m). The net result was in line with what was anticipated for the first half except for the two items of expense detailed later in this report.

The main sources of revenue were from the operations of the Over Fifty Mutual Friendly Society and the Property Funds Management division. Of the other divisions, the Reverse Mortgage business has continued to grow and the loan portfolio is now approximately \$154 million. The result for the six months was however affected by two items of expense being:

• 1. Expenses totalling \$1.162m were incurred prior to the contested AGM held on 28th November 2007. These are one off costs and are set out in note 2(vii) of the Notes to the Financial Statements and included costs associated with a strategic review, litigation with an executive director in relation to the strategic review, legal advice, a gratuity payment and communication costs with the company's shareholders.
• Specific provisions totalling \$1.381m to cover the expected non recovery of mortgage advances relating to the $2^{\circ}$ commercial mortgage division which is currently being wound down.

Other matters of note include:

• $1.$ In July 2007 the company was included in the ASX Equity Research Scheme. The program aims to deliver higher levels of stock liquidity in companies taking part in the program by creating higher levels of both retail and institutional investor awareness.
• At the annual general meeting held on 28 November 2007 there were some major changes to the composition of the 2. board of directors, as noted above.

DIVIDENDS

A fully franked final dividend of 6 cents per share (totalling \$3.533 million) was declared on 29th August 2007 and paid on 5th October 2007.

SUBSEQUENT EVENTS

Mr Chris Martin tendered his resignation as CEO of the Company on 1 February 2008, as well as his resignation from all directorships within the Over Fifty Group. A current executive Director, Mr John McBain, who was one of the founding directors of Century Funds Management, the property funds management business acquired by the Company in July 2006, has been appointed acting CEO.

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2007

ROUNDING OF AMOUNTS

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

AUDITOR'S INDEPENDENCE DECLARATION

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

Signed in accordance with a resolution of the Board of Directors dated 21st February 2008.

R.W. DOBSON Chairman

P.J. DONE Director Chairman -Audit, Risk Management and Compliance Committee

Deloitte

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

180 Lonsdale Street Melbourne VIC 3000 GPO Box 78B Melbourne VIC 3001 Australia

DX 111 Tel: +61 (0) 3 9208 7000 Fax: +61 (0) 3 9208 7001 www.deloitte.com.au

The Board of Directors Over Fifty Group Limited 367 Collins Street MELBOURNE VIC 3000

22 February 2008

Dear Board Members

Over Fifty Group Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Over Fifty Group Limited.

As lead audit partner for the review of the financial statements of Over Fifty Group Limited for the half-year ended 31 December 2007, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
• (ii) any applicable code of professional conduct in relation to the review.

Yours sincerely

$\boldsymbol{\varphi}$ , $\mu$ . DELOITTE TOUCHE TOHMATSU

Peter Caldwell Partner Chartered Accountant

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS' DECLARATION FOR THE HALF YEAR ENDED 31 DECEMBER 2007

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: and
• (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.

Signed in accordance with a resolution of the Board of Directors dated 21st February 2008.

R.W. DOBSON Chairman

P.J. DONE

Director Chairman - Audit, Risk Management and Compliance Committee

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES CONDENSED CONSOLIDATED INCOME STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2007

$\bar{1}$

$\bar{\beta}$

$\mathcal{A}$

	NOTE	Half year ended 31-Dec-07 \$'000	Half year ended 31-Dec-06 \$'000
Interest and dividends
Management fees		33,839	30,991
Rental income		12,187 1,131	12,076 1,864
Revenue	2(i)	47,157	44,931
Other income	2(ii)	11,739	26,560
Employee benefits expense	2(v)	(4,984)	(5, 593)
Finance costs	2(iv)	(6,089)	(3,375)
Marketing and advertising expenses		(1,047)	(2, 409)
Corporate expenses		(3,202)	(2,276)
Administration and funds management expenses		(3,290)	(3,675)
Other expenses	2(v)	(32, 379)	(42, 330)
Share of profit of associate	2(iii)	367	182
Profit before income tax expense (including the benefit funds)	2(vi)	8,272	12,015
Income tax expense relating to shareholders		(2, 406)	(2,504)
Income tax expense relating to benefit funds		(2, 357)	(6, 503)
Total income tax expense		(4,763)	(9,007)
Profit after income tax expense		3,509	3,008
Attributable to:
Equity holders of the parent		3,509	3,008
Basic earnings per share (cents per share) Diluted earnings per share (cents per share)		6.0 6.0	5.2 5.2

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES CONDENSED CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2007

$\bar{1}$

$\epsilon$

	NOTE
		31-Dec-07 \$'000	30-Jun-07 \$'000
CURRENT ASSETS
Cash and cash equivalents	10	40,711	50,159
Trade and other receivables		15,269	17,860
Financial assets held for trading		628,821	586,136
Other financial assets		86,535	135,090
Derivative financial assets		1,033	1,446
Other assets		1,096	934
Total Current Assets		773,465	791,625
NON-CURRENT ASSETS
Other financial assets		175,454	170,203
Derivative financial assets		764
Investment in associates using the equity method		8,518	8,412
Investment properties	3	36,902	33,409
Plant and equipment		1,813	1,915
Deferred tax assets		2,827	3,181
Goodwill		43,459	43,297
Other assets		2,842	2,453
Total Non-Current Assets		272,579	262,870
TOTAL ASSETS		1,046,044	1,054,495
CURRENT LIABILITIES
Trade and other payables		6,840	7,737
Income tax payable		4,278	5,035
Interest-bearing liabilities	4	14,818	12,818
Provisions		120	488
Derivative financial liabilities		268
Policyholders funds		744,273	785,192
Total Current Liabilities		770,597	811,270
NON-CURRENT LIABILITIES
Interest-bearing liabilities	$\overline{4}$	167,368	133,368
Derivative financial liabilities		930	1,178
Provisions		173	138
Deferred tax liabilities		1,513	3,819
Total Non-Current Liabilities		169,984	138,503
TOTAL LIABILITIES		940,581	949,773
NET ASSETS		105,463	104,722
EQUITY
Issued capital	5	87,783	87,783
Reserves		230	(535)
Retained earnings		17,450	17,474
TOTAL EQUITY		105,463	104,722

$\epsilon_{\rm{max}}$

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES CONDENSED CONSOLIDATED CASH FLOW STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2007

$\lambda$

$\bar{\beta}$

$\mathcal{L}=\mathcal{L}$

NOTE	31-Dec-07 \$'000	31-Dec-06 \$'000
CASH FLOWS FROM / (USED IN) OPERATING ACTIVITIES
Interest received	22,792	30,935
Dividends received	6
Rent and other income received	14,902	50,655
Management fees received	20,665	11,949
Redemption paid from bonus funds (with DPF)	(57, 390)	(50, 482)
Redemption paid from unit linked funds (no DPF)	(8,763)	(8,213)
Applications received by unit linked funds (no DPF)	5,104	18,776
Applications received by bonus funds (with DPF)	6,731	8,525
Cash paid to suppliers & employees	(31,007)	(30,061)
Income tax paid	(7,825)	(9, 784)
Net cash flows from / (used in) operating activities	(34, 785)	22,300
CASH FLOWS USED IN INVESTING ACTIVITIES
Movement in mortgages	41,923	(50, 356)
Payments for property investment	(3, 493)	(23,000)
Proceeds from sale of property		47,905
Purchase of plant and equipment	(1,285)	(184)
Acquisition of subsidiaries net of cash acquired	(161)	(25, 653)
Proceeds from sale of other financial assets	(45, 535)
Net cash flows used in investing activities	(8, 551)	(51, 288)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares		269
Loans from/(to) related entity	1,466	(4,704)
Dividends and distributions paid	(3,537)	(6,345)
Proceeds from borrowings	35,959	34,868
Repayment of borrowings 4		(13,950)
Net cash flows from financing activities	33,888	10,138
NET DECREASE IN CASH AND CASH EQUIVALENTS	(9, 448)	(18, 850)
Cash and cash equivalents at the beginning of the period	50,159	84,728
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 10	40,711	65,878

The accompanying notes form an integral part of this of Cash Flow Statement.

$\hat{\epsilon}$ $\Delta_{\rm{p}}$

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2007

$\bar{1}$

	Attributable to equity holders of the parent
	Issued Capital	Retained Earnings	Cashflow hedge reserve	Share based incentive reserve	Total
	\$'000	\$'000	\$'000	\$'000	\$'000
As at 1 July 2007	87,783	17,474	(827)	292	104,722
Share based incentives				98	98
Cash flow hedge reserve			667		667
Total income and expenses for the period recognised directly in equity			667	98	765
Profit for the period		3,509		$\overline{\phantom{a}}$	3,509
Total recognised income / expenses for the period		3,509	667	98	4,274
Equity dividends		(3,533)			(3, 533)
As at 31 December 2007	87,783	17,450	(160)	390	105,463
As at 1 July 2006	73,121	17,398		23	90,542
Benefit earned from share transfer		4,053			4,053
Cash flow hedge reserve			(6)		(6)
Total income and expenses for the period recognised directly in equity		4,053	(6)		4,047
Profit for the period		3,008	$\blacksquare$		3,008
Total recognised income / expenses for the period		7,061	(6)		7,055
Issued during the period:
Executive share based incentives				151	151
Employee Share plan	67				67
Issued on exercise of options	202				202
Issued for purchase of Century Funds Management	11,180				11,180
Dividend Reinvestment Plan	2,280				2,280
Equity dividends		(8,625)			(8,625)
As at 31 December 2006	86,850	15,834	(6)	174	102,852

$\bar{\bar{z}}$

$\label{eq:2.1} \mathcal{L}{\mathcal{A}}(\mathcal{L}{\mathcal{A}}) = \mathcal{L}{\mathcal{A}}(\mathcal{L}{\mathcal{A}}) = \mathcal{L}{\mathcal{A}}(\mathcal{L}{\mathcal{A}})$

CORPORATE INFORMATION

The financial report of Over Fifty Group Limited (the Company) for the half year ended 31 December 2007 was authorised for issue in accordance with a resolution of the Directors. Over Fifty Group Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Stock Exchange.

SIGNIFICANT ACCOUNTING POLICIES $\mathbf{1}$

Statement of compliance

The half-year financial report is a general purpose financial report prepared in accordance with the Corporations Act 2001 and AASB 134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The half-year report does not include notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report.

Basis of preparation

The condensed financial statements have been prepared on the basis of historical cost, except for the revaluation of certain non-current assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, 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 directors' report and the half-year financial report are rounded off to the nearest thousand dollars (\$'000) unless otherwise indicated.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the company's 2007 annual financial report for the financial year ended 30 June 2007.

Comparatives

Where necessary, comparative information has been reclassified and repositioned for consistency with current year disclosures.

	31-Dec-07	31-Dec-06
	\$'000	\$'000
REVENUE, INCOME AND EXPENSE ITEMS
(i) Revenue
Interest and dividends from:
- Benefit funds	25,887	26,165
- Other	7,952	4,826
Management fees from:
- Benefit funds	8,122	8,936
- Related entity	1,304	1,164
- Other	2,761	1.976
Rental income	1,131	1,864
Total Revenue	47,157	44,931
(ii) Other income
Property stapling fees	2,813	44
Property acquisition fees	869	3,343
Gain on disposal of investment property		780
Profit/(Loss) on sale of unit trusts - benefit funds	472	(959)
Unrealised Profit / (loss) on financial assets - benefit funds	(2, 459)	11,684
Unrealised Profit / (loss) on revaluation of investment property	4	1,172
Applications - benefit funds with discretionary participation	6,731	8,525
Other income	3,309	1,971
Total other income	11,739	26,560
Total income	58,896	71,491
(iii) Share of profit in associate
Share of profit in associate - parent and subsidiaries	367	182
	367	182
(iv) Finance costs:
- Interest	5,820	3,169
- Borrowing costs	269	206
	6,089	3,375

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES NOTES TO THE HALF YEAR FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2007

2. REVENUE, INCOME AND EXPENSE ITEMS (cont.)	31-Dec-07 \$'000	31-Dec-06 \$'000
(v) Expenses (excluding finance costs):
Employee benefits expense:
Wages and salaries
Executive bonus	4,121	4.225
Executive share-based incentives	64	211
	98	155
Superannuation	134	263
Increase/(decrease) in annual leave provision	(6)	30
Provision - long service leave	35	45
Other associated personnel expenses	538	664
Total employee benefits expense	4,984	5,593
Information systems expenses	298	178
Real estate expenses	487	645
Minimum lease payments - operating leases	290	253
Depreciation and amortisation	194	199
Doubtful debts	1,381	522
Office administration expenses	372	382
Redemptions expense bonus funds (with DPF)	57,390	50,482
Net movement in bonus funds (with DPF)	(31, 490)	(18, 767)
Net movement in unit linked funds (no DPF)	2,481	7,310
Other expenses	976	1,125
Total other expenses	32,379	42,330
(vi) Profit before income tax expense
The amount in the income statement is represented by:
- Profit before income tax expense relating to shareholders	5,915	5,512
- Profit before income tax expense relating to benefit funds	2,357	6,503
	8.272	12,015
(vii) Other Specific Expenses
During the period the group incurred substantial expenses prior to the contested AGM held on 28th November 2007. These costs were one off costs as detailed below.
Included in wages and salaries in note $2(v)$
Gratuity payment	146
Included in corporate expenses in the consolidated income statement
Strategic review – consultants $\&$ legal	330
Shareholder communication - consultants	350
Corporate governance - legal	179
Court costs - legal	139
Other – consultants	18
	1,016

3. PROPERTY INVESTMENTS

Disposals

There were no disposals during the half-year.

Acquisitions

There were no new acquisitions during the half-year, however the company continued the development of its property located at 74 Halley Street Chisholm, ACT.

$\bar{t}$

$1,162$

Revaluations

There were no revaluations during the half-year.

INTEREST-BEARING LIABILITIES $\ddot{a}$ .

During the half year ended 31 December 2007, the Group has not made any repayment of interest-bearing debt.

During the half year ended 31 December 2006, the Group repaid \$13,950,000 of interest-bearing debt, relating to the bill facility secured over the property located at 333 Exhibition Street, Melbourne, as this property was sold.

OVER FIFTY GROUP LIMITED AND CONTROLLED ENTITIES NOTES TO THE HALF YEAR FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2007

5.	ISSUED CAPITAL		31-Dec-07 \$'000	30-Jun-07 \$'000
	(a) Issued and paid up capital Issued and paid up capital		87,783	87,783
		31-Dec-07			31-Dec-06
		No. of Shares	S'000		No. of Shares	\$'000
	Movement in
	On issue at beginning of financial year the year:	58,870,394	87,783		52,447,121	73,121
	Short-term incentive employee share scheme				28,400	67
	Issued on exercise of options				115,714	202
	Issued for purchase of Century Funds Management				4,903,722	11,180
	Dividend Reinvestment Plan				969,983	2,280
	On issue at end of half year	58,870,394	87,783		58,464,940	86,850
			31-Dec-07	31-Dec-06
6.	DIVIDENDS PAID AND PROPOSED	$\mathbf{A} = { \mathbf{A} }$	\$'000	\$'000
	Previous year:
	(i) Final fully franked 6 cents per share (2006: 6 cents fully franked) (ii) Special dividend Nil per share (2006: 9 cents fully franked)		(3,533)	(3,450) (5175)

7. CONTINGENT ASSETS, LIABILITIES AND COMMITMENTS

Since the last annual reporting date, there has been no material change of any contingent liabilities, contingent assets or commitments.

RELATED PARTY DISCLOSURES 8.

(i) Transactions with Key Management Personnel (Directors and Executives of entities in the economic entity and their related entities)

As a matter of Board policy, all transactions with Directors and Director-related entities are conducted on normal commercial or employee terms.

(ii) Other transactions with related parties

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

$(3,533)$

$(8,625)$

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

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

Terms and conditions:

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

SEGMENT REPORTING 9.

BUSINESS SEGMENTS

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

• (a) Funds Administration a range of financial products, including single and multi-premium investments.
• (b) Insurances health and general insurance agency.
  
  (c) Mortgages provide funding and equity capital secured by mortgages.
• (d) Property acquire and hold properties for income and growth.

			Half year ended 31 December 2007
		Funds		Commercial	Reverse
2007	Unallocated \$'000	Administration \$'000	Insurances \$'000	Mortgages \$'000	Mortgages \$'000	Property \$'000	Consolidated \$'000
Revenue
Interest, dividends and other investment income	163	25,926	4	1,619	6,075	52	33,839
Management, risk and establishment fees		9,426	$\mathbf{y} = \mathbf{y}$	1,554	37	6,405	17,422
Rent and other	5	5,686	554	15	457	1,285	8,002
Total segment revenue	168	41,038	558	3,188	6,569	7,742	59,263
Segment result	(4, 599)	8,638	179	1,439	(1,140)	3,755	8,272
Income tax expense							(4,763)
Net profit							3,509

	Half year ended 31 December 2006
		Funds		Commercial	Reverse
2006	Unallocated \$'000	Administration \$'000	Insurances \$'000	Mortgages \$'000	Mortgages \$'000	Property \$'000	Consolidated \$'000
Revenue
Interest, dividends and other investment income	206	26,225	4	1,858	2,641	57	30,991
Management, risk and establishment fees		10,100	$\blacksquare$	124	9	6,188	16,421
Rent and other	۰	19,753	447	395	405	3,261	24,261
Total segment revenue	206	56,078	451	2,377	3,055	9,506	71,673
Segment result	(4,034)	13,100	(39)	409	(1,635)	4,214	12,015
Income tax expense							(9,007)
Net profit							3,008

GEOGRAPHIC SEGMENTS

The consolidated entity operates in one geographic region, Australia.

10. CASH AND CASH EOUIVALENTS

Under AIFRS the income, expenses, assets and liabilities of the benefit funds are included in the Group's income statement, balance sheet and cashflow statement. 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;

	AS AT	AS AT
	31-Dec-07 \$'000	$30 - Jun-07$ \$'000
Attributable to shareholders	11.833	13,796
Attributable to benefit fund policyholders	28,878	36,363
Total	40.711	50,159

11. SUBSEQUENT EVENTS

Mr Chris Martin tendered his resignation as CEO of the Company on 1 February 2008, as well as his resignation from all directorships within the Over Fifty Group. A current executive Director, Mr John McBain, who was one of the founding directors of Century Funds Management, the property funds management business acquired by the Company in July 2006, has been appointed acting CEO.

12. BUSINESS COMBINATIONS

There have been no acquisitions made during the half year ended 31 December 2007.

Acquisition of Century Funds Management during the half year ended 31 December 2006

On 10 July 2006 the Group acquired 100% of the shares of Century Funds Management Limited (Century), a privately owned property funds management business, for \$42.4 million. At the acquisition date Century had approximately \$440 million of funds under management. As at 31 December 2006 Century was consolidated as a fully owned subsidiary.

The total cost of the combination, including the costs directly attributable to the acquisition, was \$43.5 million comprised of an issue of 4,903,722 ordinary shares and a transfer of 1,938,383 shares that remained in the OFM Trust, each with a fair value of \$2.28, which was based on the quoted price of Over Fifty Group Limited shares on that date. The balance of the purchase comprised \$26.8 million in cash.

Deloitte

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

180 Lonsdale Street Melbourne VIC 3000 GPO Box 78B Melbourne VIC 3001 Australia

DX 111 Tel: +61 (0) 3 9208 7000 Fax: +61 (0) 3 9208 7001 www.deloitte.com.au

Independent Auditor's Review Report to the Members of Over Fifty Group Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Over Fifty Group Limited. which comprises the balance sheet as at 31 December 2007, and the income statement, cash flow statement, statement of changes in equity for the half-year ended on that date, selected explanatory notes and the directors' declaration of the consolidated entity comprising the Over Fifty Group Limited company and the entities it controlled at the end of the half-year as set out on pages 5 to 14.

Directors' Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies: and making accounting estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Over Fifty Group Limited's financial position as at 31 December 2007 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Over Fifty Group Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Member of Deloitte Touche Tohmatsu

Liability limited by a scheme approved under Professional Standards Legislation.

Deloitte.

Auditor's Independence Declaration

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Over Fifty Group Limited is not in accordance with the Corporations Act 2001, including:

• (a) giving a true and fair view of the Over Fifty Group Limited's financial position as at 31 December 2007 and of its performance for the half-year ended on that date; and
• (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

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DELOITTE TOUCHE TOHMATSU

Peter Caldwell Partner Chartered Accountants Melbourne 22 February 2008