CENTURIA CAPITAL GROUP — Major Shareholding Notification 2007

Aug 26, 2007

			604	page 1/4	July 2000
		Form 604
		Corporations Act Section 671B
		Notice of change in interests of substantial holder
To Company Name/Scheme	Over Fifty Group Limited
ACN/ARSN	095 454 336
1. Details of substantial holder (1)
Name	6 of this notice (Other Shareholders).	Resolute Funds Management Pty Umited (RFM) and other persons, details of whom are set out in section
ACN/ARSN (if applicable)	083 445 345
		In this notice RFM and the Other Shareholders are referred to together as (Substantial Holders).
There was a change in the interests of the
Substantial Holders on		22 August 2007
The previous notice was given to the company
by RFM on		30 March 2007
The previous notice was dated		17 April 2007

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the Substantial Holders 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:

Class of securities (4)	Previous notice		Present notice ----
	Person's votes*	Voting power"	Person's votes""	Voting power**
Ordinary ------	4.081.247	6.9%	7,404,522	12.6%

* This relates to the previous votes and voting power of RFM (including voting power arising from the relevant interest of any of its associates at the relevant time) only and not the Other Shareholders.

** This relates to the combined votes and voting power of the Substantial Holders.

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 lest 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 affacted
	Please refer to Schedule 1 for details

4. Present relevant interests

Particulars of each relevant interest of the Substantial Holders 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
John McBain and Resolute Funds Management Ptv Limited	Resolute Funds Management Pty Limited ATF McBain Family Trust	N/A	Relevant interest arising pursuant to s608(1) and 608(2) of the Corporations Act	Ordinary 3.232.979	3,232,979

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				804	page 2/4	July 2000
John McBain and Resolute Funds Management Pty Limited	Resolute Funds Management Pty Limited ATF Hanover Property Group Staff Superannuation Fund	N/A	Relevant Interest arising pursuant to s608(1) and 608(2) of the Corporations Act	Ordinary 848.268	848, 268
Jason Huljich	Jason Huljich	N/A	Relevant interest arising pursuant to s608(1) of the Corporations Act	Ordinary 400	400
Jason Huljich and Parital Pty Limited	Parital Pty Limited ATF Parital Trust	N/A	Relevant interest arising pursuant to s608(1) and 608(2) of the Corporations Act	Ordinary 2,130,894	2.130.894
Ross Elsom	Ross Elsom	N/A	Relevant interest arising pursuant to s608(1) of the Corporations Act	Ordinary 400	400
Ross Elsom and Ross Elsom Nominees Pty Ltd	Ross Elsom Nominees Pty Ltd ATF Ross Elsom Trust	N/A	Relevant interest arising pursuant to s608(1) and 608(2) of the Corporations Act	Ordinary 444,532	444,532
David Govey	David Govey	N/A	Relevant interest arising pursuant to s608(1) of the Corporations Act	Ordinary 425	425
David Govey and Vexdat Pty Ltd	Vexdat Pty Ltd	N/A	Relevant interest arising pursuant to s608(1) and 608(3) of the Corporations Act	Ordinary 350,821	350,821
David Govey and Vexdat Pty Ltd	Vexdat Pty Limited ATF Vexdat Superannuation Fund	N/A	Relevant interest arising pursuant to s608(1) and 608(2) of the Corporations Act	Ordinary 46,729	46.729
Matthew Coy	Matthew Coy	N/A	Relevant Interest arising pursuant to s608(1) of the Corporations Act	Ordinary 400	400
Matthew Coy and Coy & Associates Consulting Services Pty Ltd	Coy & Associates Consulting Services Pty Ltd ATF Matthew Coy Trust	N/A	Relevant Interest arising pursuant to s608(1) and 608(2) of the Corporations Act	Ordinary 348.674	343,674

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			604	page 3/4	July 2000
Consulting Services Pty Ltd	Ltd ATF Matthew Coy Trust	pursuant to s608(1) and 608(2) of the Corporations Act

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 Holders in relation to voting interests in the company or scheme are as f

Name and ACN/ARSN (if applicable)	Nature of association
Resolute Funds Management Pty Limited ACN 083 445 345	Association, but no relevant interest, arising from an unwritten, informal understanding relating to the election of directors at the Company's annual general meeting to be held on 24 October 2007 (Understanding).
John McBain	Association arising from the Understanding.
Jason Huljich	Association arising from the Understanding.
Parital Pty Limited ACN 084 710 163	Association arising from the Understanding.
Ross Elsom	Association arising from the Understanding.
Ross Elsom Nominees Pty Ltd ACN 002 121 299	Association arising from the Understanding.
David Govey	Association arising from the Understanding.
Vexdat Pty Ltd ACN 007 957 271	Association arising from the Understanding.
Matthew Coy	Association arising from the Understanding.
Coy & Associates Consulting Services Pty Ltd ACN 085 273 703	Association arising from the Understanding.

6. Addresses

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

Name	Address
Resolute Funds Management Pty Limited	Level 4, 122 Walker Street, North Sydney, NSW 2060
John McBain	5 Stanhope Road, Killara, NSW 2071
Jason Hulich	Unit 10 The Villard, 18 Macleay Street, Potts Point, NSW 2011
Parital Pty Limited	Star & Co, Suite 3, Level 12, 189 Kent Street, Sydney NSW 2000
Ross Elsom	Unit 2, 8 lvy Street, Wollstonecraft NSW 2065
Ross Elsom Nominees Pty Ltd	Suite 502A, Level 5, 282 Victoria Avenue, Chatswood, NSW 2067
David Govey	39 Tobruk Avenue, Cremorne, NSW 2090
Vexdat Pty Ltd	Level 15, 309 Kent Street, Sydney, NSW 2000
Matthew Coy	14 Florence Street, Strathfield, NSW 2135
Coy & Associates Consulting Services Pty Ltd.	Level 15, 309 Kent Street, Sydney, NSW 2000

Signature	print name	John McBain	Director of RFM and as agent for capacity the Other Shareholders
	sign here	л.	date $22 \times 2007$

+61-2-99476999

July 2000 604 page 4/4

If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related $(1)$ corporations, or the manager and 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.

DIRECTIONS

• $(2)$ See the definition of "associate" in section 9 of the Corporations Act.
• See the definition of "relevant interest" in section 608 and 671B(7) of the Corporations Act. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• 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 $(a)$ occurred. If subsection 671B(4) applies, a copy 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, $(b)$ the voting powers or disposal of the 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest $(7)$ was acquired has, or may, 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 of 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.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an $(B)$ option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding $(9)$ notice.

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Schedule 1

Date of change	Person whose ralevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of sacurities affected	Person's votes affected
	RFM Hanover Estates Pty Ltd	Transfer of shares from Hanover Estates Pty Ltd RFM acquired a relevant interest and Hanover Estates Pty Ltd ceased to have a relevant interest	\$52,037	Ordinary 23.440	23,440
$\mathbf{r}$	RFM	Transfer of shares from John McBain RFM acquired a relevant Interest	\$72,605	Ordinary 32.705	32,705
	RFM	Transfer of shares from RFM ATF McBain Family Trust	\$265,306	Ordinary 119.507	119,507
	RFM Trelise McBain	Transfer of shares from Trelise McBain RFM acquired a relevant interest and Trellse McBain ceased to have a relevant interest	\$72,605	Ordinary 32.705	32.705
	RFM	Transfer of shares from RFM ATF McBain Family Trust	\$144,300	Ordinary 65,000	65,000
	RFM	Transfer of shares from RFM ATF McBain Family Trust	\$688,200	Ordinary 310,000	310,000

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