group incannual report2013

Provic

Anglesey Secured Investments Ltd.Address: 44 Tempar Street,

Forbes NSW 2871 P.O. Box 337 Forbes NSW 2871

DX Ph: (02) 6851 2221 Fax: (02) 6851 2223 E-Mail: asi@asicapital.com.au Website: www.anglesey.com.au Manager: Jeff Herdegen Member since: February 2007

Central Victorian Investments Ltd.Address: 41 Lydiard Street Sth, Ballarat

P.O. Box 150, Ballarat 3353DX 35013 Ph: (03) 5329 2499 Fax: (03) 5334 4021 E-Mail: brendan@cvi.net.au Website: www.cvi.net.au Manager: Brendan Gillett Member since: February, 1992

Hargraves Secured Investments Ltd.Address: 18 Orr Street, Yarrawonga 3730

P.O. Box 189, Yarrawonga 3730DX 37201 Yarrawonga Ph: (03) 5743 2666 Fax: (03) 5744 3938 E-mail: mdenny@hargrave.com.au Website: www.hargravesinvest.com.au Manager: Matthew Denny Member since: August, 1999

Sewells Finance Ltd.Address: 119 Murray Street, Colac 3250

P.O. Box 3, Colac 3250DX 25004 Ph: (03) 5231 9400 Fax: (03) 5231 3616 E-mail: mmahony@slmlaw.com.au Website: www.sewellsfinance.com.au Manager: Michael Mahony Member since: February, 1995

Vicstate Savings & Loans Limited.Address: 105 Lydiard St. Nth.,

Ballarat 3350 P.O. Box 122, Ballarat 3353

DX 35045 Ph: (03) 5332 4388 Fax: (03) 5331 7489 E-mail: jdarke@vicstatesavings.com.auWebsite: www.vicstatesavings.com.au Manager: John Darke Member since: December, 1977

Webster Dolilta Finance Ltd.Address: 44 Armstrong St Sth,

Ballarat 3350 P.O. Box 31, Ballarat 3353

DX 35042 Ph: 5337 0088 Fax: 5332 1559 E-mail: admin@wdfinance.com.au Website: www.wdfinance.com.au Manager: Phil Cunningham Member since: December, 1977

WIN Securities Ltd.Address: 37 Reid Street, Wangaratta 3677

P.O. Box 1221, Wangaratta 3676DX 67716 Ph: (03) 5721 5200 Fax: (03) 5721 4200 E-mail: ajr@winsec.com.au Website: www.winsec.com.au Manager: Tony Ruvolo Member since: November, 1989

List of members

1. Profile 2

2. Membership Requirements 3

3. Member Profiles 4-11

4. Policies 12

Table of

Contents

Who ARe We?The Provincial Finance Group (Provic) is the industry body representing a group of debenture issuing companies based in regional centres across Victoria and southern New South Wales. The activities of the Provic member companies extend into all areas of Australia. Provic members hold Australian Financial Services Licences and report to their appointed Trustee. The Provic member companies presently hold almost $360 million of investors’ funds - and in excess of $280 million lent on the security of mortgage over freehold property and the balance predominantly in liquid funds.

Issued October 2013.

Why Do We exist?Provic originated in country towns and provincial cities in Victoria over 40 years ago in response to a demand from local communities for lending that was not being met by the city-centric mainstream finance institutions. An investment in a Provic company was also seen as an opportunity to use local funds to grow and develop the communities themselves, through investment in local projects and businesses which in turn would add to the wealth of the region.

These reasons for existence still hold true today, for despite the proliferation of both bank and non-bank financial institutions over the years, few can claim their ownership and control is so locally based and their investment and lending so locally focused.

Profile

WhAt MAkes us DiffeRent?

Provic members have a strong affinity with their investors and borrowers because of their local presence and local knowledge. The closeness of the relationship allows a level of trust and understanding to develop. Our members welcome clients spending time in their offices rather than directing them to ATM’s or the telephone.

The same staff-member opening a new client’s account will often be the one they’ll see when they come to make an investment or wit rawal, or wish to talk about their loan or even the weather.

WhAt cAn We Do foR you?If you’re an investor, Provic members provide a range of investment options from traditional “daily access” accounts through to term investments for terms up to 3 years.

Interest rates are competitive with the market. On the lending side, the emphasis is on flexibility with loans secured by registered mortgage over freehold property. Options such as interest only and re-draw are available.

Membership Requirements

integRityA Provic company is an unlisted public company which issues debentures to investors and lends those funds on the basis of a registered mortgage and a valuation. Investors’ interests are governed via a number of external bodies. Each member operates under the terms of its Trust Deed. The Trustee holds a first ranking charge over each company on behalf of debenture holders and requires regular reporting as to the compliance to the deed of its lending and investing activities.

All members are licensed under the Corporations Law and hold an Australian Financial Services Licence and an Australian Credit Licence. As a requirement to this members are required to join an external complaints scheme allowing for an impartial determination of any issues that may arise between the member company and its investors. Each member is required to display these licences and the scheme to which they belong.

PROVIC is a self-regulating body that imposes on its members the requirement to adhere to Codes of Practice. These Codes are over and above the requirements imposed on members by ASIC and the Trustees. The Codes cover matters such as Capital Adequacy, Permitted Investments, Advertising, Liquidity and regular reporting.

Why WoulD you tuRn to us?Provic companies are investment institutions who take a personal interest in their investors and borrowers.

They provide a unique opportunity for people to invest in their region and in regional people with flexibility and at attractive returns. Many people who work in the business also live in the community with their investors and borrowers.

BoRRoW With confiDenceProvic companies have a loan product refined over time - you submit a loan application for approval, we’ll assess the loan and, if successful, provide a loan with all the flexibility you need. A Provic mortgage loan may be for any worthwhile purpose including;

stRength, ReliABility & AccountABilityAll Provic members operate in accordance with a Trust Deed and issue a Prospectus annually. The Trust Deeds provides us with the framework which determines our capacity to lend on mortgages over interests in land and also prescribe capital and liquidity ratios. Provic self regulates its members under a code of conduct which in some cases is more stringent than the Trust Deeds. Members are required to report quarterly to ASIC, the Trustees and the Provic Regulatory Committee.

The designated Trustees covering Provic members are:• SandhurstTrusteesLtd.

PRosPectusEach company has entered into a Trust Deed necessitating the appointment of a Trustee for Debenture Holders under a Prospectus lodged with ASIC in accordance with the provisions of the Corporations Act.

RegisteR of DeBentuRe holDeRsUnder section 1047 of the Corporations Act, the Company must maintain a register of Debenture Holders containing names and addresses and the respective amounts of debentures held by them.

RePoRting AnD RetuRnsUnder the Trust Deed the company is required to prepare and submit to the Trustee, the following returns and reports -

• Auditedannualaccountsandbalancesheetasat30thofJunebythe28thSeptemberannually;

• Auditedhalfyearlyaccountsandbalancesheetasat31stofDecemberby16thMarchannually;

• AuditorsReportsasat30thJuneby31stOctoberannuallyandasat31stofDecemberby30thAprilannually;

Directors Certificates as at - • asatendofMarchbythe30thAprilannuallyand• asatendofJuneby31stJulyannuallyand• asatendofSeptemberby31stOctoberannuallyand• asatendofDecemberby31stJanuaryannually;

Insurance Certificate Annually upon renewal;It should be noted that the Corporations Law overrides any due dates for lodgements or returns contained in the Trust Deed.

Under the Corporations Law section 1058(4) the Company must notify the Trustee of certain particulars of any charge which it creates and, under section 1058(5), half year and full year financial statements, including Profit & Loss accounts and Balance Sheets must be prepared and lodged with the ASIC and the Trustee and, under section 1058(1) the Company must comply with the half year and full year reporting requirements containing the matters specified in section 1058(2) and which are contained in the Directors Certificates required to be submitted to the Trustee, and a copy of which should also be lodged with the ASIC in satisfaction of the requirements under this section.

PROVIC GROUP INC. 3

• Residential• Commercial• Industrial• Farm• Development/Construction• Investment

M E M B E R SProvic

ANGLESEY SECURED INVESTMENTS LTD.

Anglesey Secured Investments Ltd, ACN 111607606 trading as “ASI Capital” (reg. Business number 9844 7455) is a regionally owned and operated public company and holds an Australian Financial Services Licence No 292528 .

The Company’s principal activity is to accept money on 1 - 36 months “fixed terms”, by issuing “Secured Notes”, and to lend those funds to approved borrowers on security of first mortgages over real estate in Australia.

The success of the company depends on its impeccable track record in investment and mortgage lending experience.

Accommodating client needs by providing flexible and personalised investments and loans.

Jeff Herdegen - Manager, Anglesey Secured Investments Ltd

44TemplarStreet,ForbesNSW2871POBox337,ForbesNSW2871

Dx: Phone: 0268512221Fax: 0268512223Email: asi@asiccapital.com.auWeb: www.asicapital.com.auManager: JeffHerdegenMemberSince: February2007

secured investments ltd

The Directors of the Company are closely involved in the loan approval process and the management of the company, which aims to offer competitive investment and lending interest rates, while providing a personalised service to clients.

The company has traded profitably for the financial year to June 2013, where on average borrowers are only advanced around 50% of the value of their security property.

5PROVIC GROUP INC

CENTRAL VICTORIAN INVESTMENTS LTD.

BUILDING A BETTER REGIONAL VICTORIA

CVI commenced trading in 1993, with its main activities being the issuing of Secured Notes and lending on the security of registered mortgages over real estate.

Through prudent management and conservative lending policies the Company has offered efficient service to borrowers and secured note holders and holds an Australian Financial Services License (number 229697).

CVI are active in their local community, supporting many causes and clubs to ensure a strong connection with investors.

Brendan Gillett - General Manager, Central Victorian Investments Ltd

41LydiardStreetSouth,BallaratVIC3350POBox150,BallaratVIC3350

DX: 35013Phone: 1300CVI123 0353292499Fax: 0353344021Email: brendan@cvi.net.auWeb: www.cvi.net.auGeneralManager: BrendanGillettMemberSince: February1992

coMPAny gRoWth

victorian investments ltd

LVR 20%

LVR 25%

LVR 30%

LVR 35%

LVR 40%

LVR 45%

LVR 50%

LVR 55%

LVR 60%

LVR 65%

LVR 70%

Residential38.10

Rural31.13

Commercial50.73

SubdivisionalLand66.31

ConstructionDevelopment

56.33

Industrial48.06

SpecialisedAccommodation

44.13

TotalLoans41.97

60,000,000

70,000,000

50,000,000

40,000,000

30,000,000

20,000,000

10,000,000

($)

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012

Secured Notes Issued as at 1/1/12 $76,628,180

1/1/12 $60,089,083Mortgage loan balances current as at

LOANSBYLVRPERCENTAGE- ASAT30SEPTEMBER,2013

HARGRAVES SECURED INVESTMENTS LTD.

Hargraves Secured Investments Limited (ABN 74 089 001 267) was incorporated as a public company on 17th August, 1999. The company issued its first Prospectus on the 7th December, 1999 with its main activities being the accepting of deposit of monies and lending the funds invested on the security of registered mortgages over real estate within Australia. The company issues a Prospectus under the Corporations Act 2001 to enhance the Company’s prospects of obtaining investments from the wider community, while continuing to operate within the Company’s prudential guidelines.

The Company holds an Australian Financial Services Licence No 241230 which authorises the Company to deal in debentures of the Company.

Our dedicated Directors and staff will continue to meet the challenges of keeping abreast of new developments, keeping up to date with training and regulatory change but maintaining its focus of providing the comfort of conservative and prudent management policies.

John Gorman - Managing Director, Hargraves Secured Investments Ltd

18OrrStreet,YarrawongaVIC3730POBox189YarrawongaVIC3730

DX: 37201YarrawongaPhone: 0357432666Fax: 0357443938Email: jgorman@hargrave.com.auWeb: www.hargravesinvest.com.auManagingDirector: JohnGormanMemberSince: August1989

secured investments ltd

7PROVIC GROUP INC

SEWELLS FINANCE LTD.

SUPPORTING LOCAL COMMUNITIES WITH LENDING AND INVESTMENTS IN RURAL LOCATIONS.

We accept investments - refer to our latest prospectus.

We lend money. *Conditions apply.

Your business is important to us.

At Sewells Finance Limited we look after you.

Stuart Holbery - Director, Sewells Finance Ltd

HEAD OFFICE

APollo BAy(everyTuesdayandThursdaybyappointment)

Shop4/22PascoeStreet,ApolloBayVic3233Phone: 0352376176Fax: 0352376176

cAMPeRDoWn

17PikeStreet,CamperdownVic3260Phone: 0355931366Fax: 0355951957

coBDen

19BCurdieStreet,CobdenVic3266Phone: 0355951476Fax: 0333951957

finance LTD

119MurrayStreetColacVIC3250POBox3ColacVIC3250

DX: 25004Phone: 0352319400Fax: 0352313616Email: gmannington@slmlaw.com.auWeb: www.sewellsfinance.com.auManager: GaryManningtonMemberSince: February1995

WEBSTER DOLILTA FINANCE LTD (W&D FINANCE)

The Company commenced business in 1966 with its main activities being accepting investments of money and lending on the security of registered mortgages over freehold land. It is a locally owned company with all Directors and staff residing in the Ballarat area.

We’re not a bankWe’re your financial partner

Phil Cunningham - Managing Director, W&D Finance

44ArmstrongStreetSouth,BallaratVIC3350-POBox31,BallaratVIC3353DX: 35042

Phone 1300928881 Fax: 0353321559 0353370088Email philc@wdfinance.com.au Web: www.wdfinance.com.auManager: PhilCunningham MemberSince: December1977

GROWTHINSECUREDNOTESASAT30JUNE2013 GROWTHINLOANSASAT30JUNE2013GROWTH IN LOANS AS AT 30 JUNE 2013

($)

Year

2006 2007 2008 2009 2010 2011 2012 2013

100

90

80

70

60

50

40

30

20

10

0

Millions

($)

Year

2006 2007 2008 2009 2010 2011 2012 2013

120

110

100

90

80

70

60

50

40

30

20

10

0

Millions

9PROVIC GROUP INC

VICSTATE SAVINGS AND LOANS LTD.

Vicstate Savings & Loans Limited commenced operations in 1968.

It is Ballarat owned, with all Directors and staff residing in Ballarat.

The principal activity of the Company is to accept investment funds to lend on the security of registered mortgages over the titles to freehold land in Australia and invest in local real estate.

Since 1968, the Company with the benefit of prudent management, has enjoyed sound profitability and steady growth.

The Company has, since 1968, offered competitive

interest rates on its secured Notes and will

continue to do so whilst lending conservatively.

It also prides itself in providing its clients with

personal service for their individual needs.

The Directors are experienced in mortgage lending,

investing in real estate, and are actively involved

in the day-to-day running of THE company.

Andrew Robson - Managing Director, Vicstate Savings & Loans Ltd

101LydiardStreetBallaratVIC3350POBox122BallaratVIC3353

DX: 35045Phone: 0353324388Fax: 0353317489Email: arobson@vicstatesavings.com.auWeb: www.vicstatesavings.com.auManagingDirector: AndrewRobsonMemberSince: December1977

savings and loans ltd

WIN SECURITIES LTD.

ALWAYS RIGHT ON THE MONEY

• 23yearsandstillgoingstrong

• Widerangeofcompetitiveinvestmentand loan products

• Efficient,friendlyservice

Win Securities Limited (Winsec) marks 23 years since it first opened its doors for business in Wangaratta. Having gone from strength to strength over the years, the company continues to broaden its horizons and develop its range of investment and lending products.

The secret to Winsec’s success is that it combines prudent money management with good old-fashioned service. Winsec’s client base is over 1,100 individuals, businesses and organisations.

Winsec offers a large variety of investment products,

winOur clients are faces and names to us, not just account numbers. It doesn’t matter to us if you are investing $500 or $100,000, you get the same rate and the same quality service.

Mandy Allan, Tracey Crole, Tony Ruvolo, Pip Wright

securitiesLTD

37ReidStreetWangarattaVIC3677POBox1221WangarattaVIC3676

Phone: 0357215200Fax: 0357214200Email: ajr@winsec.com.auWeb: www.winsec.com.auManagingDirector: TonyRuvoloMemberSince: November1989ASFLLicenceNo: 240901ACLLicenceNo: 240901

all with competitive rates and an excellent return on deposits. Winsec is also a genuine alternative for finance, funding commercial loans, rural and residential loans. Winsec also has the ability to act as your Broker to source home loans, as well as chattel mortgages and leasing, with our access to over 39 Lenders.

Winsec also proudly give back to the local community through sponsorship. The Wangaratta Football Club, The Great Alpine Golf Tournament, Wangaratta Squash and Racquetball Club, Wangaratta Bowls Club, Wangaratta Turf Club, Relay for Life, Wangaratta Jazz Festival and Wangaratta Golf Club are just some of those to have benefited from Winsec’s generosity.

It is important for Winsec to be part of community events and help bolster the regional area.

For more information about Winsec, visit www.winsec.com.au or call (03) 5721 5200, or drop in to 37 Reid Street to pick up a copy of our Prospectus.

11PROVIC GROUP INC

Policies

INVESTMENTOFRESERVESAssociation’s Recommended Position Percentage level of liquidityThe current minimum level of liquid reserves, which is set by the Provic Association, is as detailed in Code of Practice Rule 7. Some Trust Deeds do not have a restrictive covenant and the individual companies where this applies will need to follow Provic Code of Practice number 7. It is generally considered and recommended by the Provic Association that a company’s level of liquid reserve should be 10% above the prescribed limit.

Should the liquidity ratio rise in excess of 30 percent then lending should be increased which would enhance the company’s profitability. However, lending for the sake of lending is not recommended. Quality of lending should not be sacrificed to reduce this ratio!

Should liquid reserves fall below that set by the Provic Association, as detailed in Code of Practice Rule 7, then lending must be stopped until the ratio is restored. The percentage level should also take into account the members known loan repayments and loans approved but not yet advanced. Those Provic members with restrictive covenants must advise their Trustee. Any member whose liquidity ratio falls below that set by the Provic Association for the amount of Debentures then issued by the Member must contact the Secretary of the Provic Regulatory Committee.

PlacementIt is recommended that a solid portfolio of Provic member reserves be placed with banks. The placement can be in any form of at call, 11am call, and 7-day call deposit account. In terms of the Trustee Companies Act 1984 section 41(2)(f) any deposit (or term deposit) up to 200 days is considered to be in liquid funds. Provic recommends that the majority of members’ investments be invested for no longer than 90 days. Members are to ensure the maturity dates of their investments are spread to cover their day-to-day requirements.

Investment in Government and semi-Government securities, if short term and easily sold, is also recommended. However, most semi-Government and Government securities are long term investments and therefore are not an attractive investment for members as they generally do not provide a good rate of return and can attract a capital loss if sold. Other investments will show a greater return and these should be considered providing the investment is in an approved investment as laid down in the company’s Trust Deed.

MeMBeRshiPAny company wishing to become a member of the Association must lodge an application with the secretary which is referred to the Committee.

The Committee shall either approve or reject on application. On approval and payment of appropriate subscription the applicant is admitted as a provisional member until the next Annual Meeting of the Association.

Provisional members may attend the quarterly and Annual Meeting of the Association but are not entitled to vote.

Corporate DirectoryCurrent Office BearersPRESIDENT: Mr Phil Cunningham

SECRETARY: Mr Tony Ruvolo

TREASURER: Mr Brendan Gillett

Executive Members:Mr Phil Cunningham (President)

Mr Tony Ruvolo (Secretary)

Mr. Brendan Gillett (Treasurer)

Sub-Committees & MembersPolicy and Procedural Manual Michael Mahoney

Statistical and Members Information Matt Denny

Future Directions Jeff Herdegen, Phil Cunningham

& Tony Ruvolo

Rendition of Returns Bill Bahr

Website Tony Ruvolo