CENTURIA CAPITAL GROUP — Major Shareholding Notification 2006

Sep 12, 2006

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	OFM Investment Group Limited
ACN/ARSN	095 454 336
1. Details of substantial holder (1) Name ACN/ARSN (if applicable)		The entities and individuals listed in Schedule 1.
There was a change in the interests of the substantial holder on The previous notice was given to the company on		07/09/06 12/07/06
The previous notice was dated		12/07/06

2. Previous and present voting power

$\mathbf{a}_i$

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

	Previous notice		Present notice
Class of securities (4)	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary	3.641.083	6.3%	3.823.005	6.6%
	CONTINUES MARKET WITH A

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change $(6)$	Consideration given in relation to change $(7)$	Class and number of securities affected	Person's votes affected
7/09/06	Resolute	Increase in relevant linterest - Refer Schedule 1	\$473.408	Ordinary Shares 199.911	Resolute

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Refer Schedule 1	Refer to Schedule 1	Refer Schedule 1	Refer Schedule 1	Refer Schedule 1	Refer Schedule 1

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

什 ACN/ARSN Name and annlicable"	----- . Nature of association
____ --	--------------------------------------- -- . . _________ .

Addresses €.

The addresses of persons named in this form are as follows:

Name	----- Address
Resolute Funds Management Pty Ltd	5 Stanhope Road, Killara, NSW 2071 .

Signature

print name	MCBAN	capacity	DIRECTOR
sign here	$\sim$	date	06
	DIRECTIONS number of cubetantiel restricts with similar or related relayent interacts (eq. a cornoration and its related cornorations, or the manager and

• $(1)$ If there are a number of adostantial Poffié trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the $(b)$ securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, $(7)$ become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

Schedule 1 $\mathbf 1$

Details of Relevant Interest - Nature of Relevant Interest

Under a Share Sale and Purchase Agreement ("SPA") dated 10 July 2006 OFM Investment Group Limited ("OFM") became the holder of all issued capital in Century Funds Management Limited, for consideration of cash and OFM ordinary shares ("Consideration Shares"). Each of the Substantial Holders has a relevant interest in the Consideration Shares received or to be received by the entities and individuals listed below. The entities and individuals listed below have received approximately 70% of their Consideration Shares, and remainder of the Consideration Shares will be received on or before 30 August 2006. Each of the entities and individuals listed below has a relevant interest within the meaning of s608(8) in the Consideration Shares that are yet to be received. The figures listed in column 4 represent the total Consideration Shares which the entity or individual is entitled to receive under the SPA.

Name of Substantial Holder	Number and type of securities - previously held as registered holder	Further Shares Purchased	Total Consideration Shares	Details of non cash consideration / cash consideration	Nature of association
John Edward McBain	32,705 OFM ordinary shares		32,705 OFM ordinary shares	OFM ordinary shares form part of the consideration for 542 ordinary shares in Century Funds Management Limited (remainder of the consideration from OFM consisting of cash)	Sole director of Resolute Funds Management Pty Ltd, director of Hanover Estates Pty Ltd, spouse of Trelise Leonie Presnel McBain
Resolute Funds Management Pty Ltd ACN 083 445 345 ATF the McBain Family Trust	3,524,979 OFM ordinary shares		3,524,979 OFM ordinary shares	OFM ordinary shares form part of the consideration for 50 ordinary shares in Century Funds Management Limited (remainder of the consideration from OFM consisting of cash)
Hanover Estates Pty Ltd ACN 093 425 337	32,705 OFM ordinary shares		32,705 OFM ordinary shares	OFM ordinary shares form part of the consideration for 50 ordinary shares in Century Funds Management Limited (remainder of the consideration from OFM consisting of cash)

Trelise Leonie	32,705 OFM		32,705 OFM	OFM ordinary
Presnel McBain	ordinary shares		ordinary shares	shares form part of
				the consideration
				for 50 ordinary
				shares in Century
				Funds Management
				Limited (remainder
				of the consideration
				from OFM
				consisting of cash)
Resolute Funds	NIL	199,911 OFM	199,911 OFM	\$4,73,408.24 On $7^{\text{th}}$	T. McBain amd J.
Management Pty		ordinary shares	ordinary shares	September 2006	McBain are
Ltd ACN 083 445		purchased	purchased		beneficiaries of the
345 ATF The					Hanover Property
Hanover Property					Group Staff
Group Staff					Superannuation
Superannuation					Fund.
Fund
Total			3,823,005
			OFM ordinary shares

$\bar{\zeta}$

L.

$\zeta_{\rm s} = \frac{1}{2}$