CENTURIA CAPITAL GROUP — Major Shareholding Notification 2007

Apr 17, 2007

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Over Fifty Group Ltd 095 454 336
ACN/ARSN
1. Details of substantial holder (1)
Name		The entities and individuals listed in schedule 1.
ACN/ARSN (if applicable)
There was a change in the interests of the			$\bullet$
substantial holder on		30/03/2007
The previous notice was given to the company on		27/10/2006
The previous notice was dated		27/10/2006

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:

Class of securities (2)	Previous notice		Present notice
	Person's votes	Voting power (	Person's votes	Voting power (2)
Ordinarv	3,961,247 ------	6.8%	14.081.247	6.9%

Changes in relevant interests $3.$

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
30/03/2007	lResolute-McBain⊣ lFamily Trust	lincrease în relevant interest – refer lschedule 1	\$154,094.20	lordinarv 165,000	Resolute-McBain Family lTrust
30/03/2007	lResolute-Hanover. Staff Super Fund	Increase in relevant interest - refer ischedule 1	\$154,094.20	lordinarv 165.000	Resolute-Hanover Staff Super Fund

4. Present relevant interests

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

Holder of refevant 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	sharesi Consideration received laireadv frefer to schedule 1	-Refer schedule 1	Refer schedule 1	Refer schedule 1	Refer schedule 1

604

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:

Name and ---------------------------------------	ICN/ARSN	(if	. --------------------------------------- Nature of association ---------------------------------------
			------ -----
			-------- $\cdots$

Addresses

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

Name	Address
Resolute Funds Management Pty Ltd McBain Family Trust	PO Box 6050, North Sydney NSW 2059
Resolute Funds Management Pty Ltd Hanover Superfund Pty Ltd	PO Box 6050, North Sydney NSW 2059

Signature

	print name John McBain		capacity	director
sign here		$\bullet$	date	17/04/2007
		DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related 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.
• $(2)$ 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.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ 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
• $(b)$ 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 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.

• $(7)$ 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, 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".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

$\overline{1.}$ Schedule 1

Name of Substantial Holder	Number and type of securities - previously held as registered holder (Consideration Shares already received)	Further Consideration Shares purchased	Total Consideration Shares	Details of non 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	3,662,486 OFM ordinary shares	65,000 OFM ordinary shares	3,727,486 OFM ordinary shares	\$154,094.20 on 30 March 2007
Hanover Estates Pty Ltd ACN 093 425 337	23,440 OFM ordinary shares		23,440 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 Presnel McBain	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)
Resolute Funds Management Pty Ltd ACN 083 445 345 ATF the Hanover Property Group Staff Superannuation Fund	199,911 OFM Ordinary Shares	65,000	264,911 OFM Ordinary shares purchased	\$154,094.20 on 30 March 2007	T McBain and J McBain are beneficiaries of the Hanover Property Group Staff Superannuation Fund.
Total	3,951,247	130,000	4,081,247 OFM ordinary shares

$\begin{array}{ll} & \text{\rm \tiny $n$} & \text{\rm \tiny $n$} \ \text{\rm \tiny $n$} & \text{\rm \tiny $n$} \ \text{\rm \tiny $n$} & \text{\rm \tiny $n$} \ \text{\rm \tiny $n$} & \text{\rm \tiny $n$} \ \text{\rm \tiny $n$} & \text{\rm \tiny $n$} \ \text{\rm \tiny $n$} & \text{\rm \tiny $n$} \ \text{\rm \tiny $n$} & \text{\rm \tiny $n$} \ \text{\rm \tiny $n$} & \text{\rm \tiny $n$} \ \text{\rm \tiny $n$} & \text{\rm \tiny $n$} \ \text{\rm \tiny $n$} & \text{\$