Appendix 4E Preliminary final report 1. Company details Name of entity: Sequoia Financial Group Limited ABN: 90 091 744 884 Reporting period: For the year ended 30 June 2019 Previous period: For the year ended 30 June 2018 2. Results foR announCement to the maRket Revenues from ordinary activities up 9.7% to 83,018,040 Loss from ordinary activities after tax attributable to the owners of Sequoia Financial Group Limited Loss for the year attributable to the owners of Sequoia Financial Group Limited down 143.3% to (1,001,368) down 143.3% to (1,001,368) Dividends There were no dividends paid, recommended or declared during the current financial period. $ Reporting period Cents previous period Cents 8.87 6.27 3. net tangible assets Net tangible assets per ordinary security 4. ContRol gained oveR entities Not applicable. 5. loss of ContRol oveR entities Not applicable. 6. dividends Current period There were no dividends paid, recommended or declared during the current financial period. Previous period Final dividend for the year ended 30 June 2018 0.500 0.500 amount per security Cents franked amount per security Cents i Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Appendix 4E Preliminary final report 7. dividend Reinvestment plans The Company has implemented a Dividend Reinvestment Plan (‘DRP’). The DRP was active for the final dividend for the year ended 30 June 2018 paid out during the year ended 30 June 2019, where the directors determined that a 2.5% discount would apply. 8. details of assoCiates and joint ventuRe entities Not applicable. 9. foReign entities Details of origin of accounting standards used in compiling the report: Not applicable. 10. audit qualifiCation oR Review Details of audit/review dispute or qualification (if any): The financial statements have been audited and an unqualified opinion has been issued. 11. attaChments Details of attachments (if any): The Annual Report of Sequoia Financial Group Limited for the year ended 30 June 2019 is attached. 12. signed Date: 19 August 2019 John Larsen Chairman Sydney i i Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Sequoia Financial Group Limited abn 90 091 744 884 Annual Report 3 0 JuNE 2019 Contents Directors’ report .................................................................................................................6 Auditor’s independence declaration ...........................................................................21 Consolidated statement of profit or loss and other comprehensive income ..........22 Consolidated statement of financial position ..............................................................23 Consolidated statement of changes in equity ............................................................25 Consolidated statement of cash flows .........................................................................26 Notes to the consolidated financial statements ..........................................................27 Directors’ declaration ......................................................................................................67 Independent auditor’s report to the members of Sequoia Financial Group Limited ..............................................................................68 Shareholder information .................................................................................................73 Corporate directory .........................................................................................................75 2 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Chairman’s report 30 June 2019 The 2019 financial year was extremely challenging for everyone associated with Sequoia Financial Group, particularly our staff and shareholders but we are pleased to report the outlook has improved greatly with revenues growing and the business now on a solid financial footing to move forward. Following various acquisitions in previous years, the true effects of integration started to impact our people, and we saw the departure of our CEO and others across the Group. The 1H19 result was poor as we undertook a thorough review of the Group’s assets and liabilities. This saw us write down the value of several assets and we also incurred several other unexpected one-off expenses. At the same time, we were dealing with the impact of the Hayne Royal Commission which has caused ructions through the industry but which overall, we see as a positive for our business. Our biggest challenge emanated within our equity markets division and related to the 2018 Morrison Securities acquisition. Here we needed to overhaul the existing outsourced clearing and execution model, to become a provider of these services directly to our Group companies and other licensees. Our shift from clearing through Pershing significantly impacted our 1H19 results, however we are now ‘coming out the other side’ with Morrison as one of our faster growing businesses. The initial costs associated with ramping up our capability to clear almost 5 times the number of trades per month than we were previously handling, is reflected in this period’s results, but we believe this initial investment will prove the appropriate strategy over the longer term, as we continue to increase transactions within this business. It’s very pleasing to see our team transform this business from incurring heavy monthly losses to three consecutive profitable months in the last quarter of the year. Revenue in this business has increased by over 70% since we moved to self-clearing. Importantly, we have a strong customer pipeline and are budgeting for 40% increase in revenue for FY2020 for the Morrison business with little, if any, increase in head count. The specialist investment team has also performed well in 2019. Our team is filling a market need for sophisticated investment products for self-directed investors and continues to get the support of major banks able to price and place these products through their and our distribution channels. The wealth management division continued to perform well, as it did in 2018, by generating increased revenues and cash flow within InterPrac, Sequoia Wealth Management and Sequoia Asset Management. All three businesses will continue to benefit from the changing landscape within financial services, where many advisors are having to find alternative homes, as banks and insurers start divesting their advisory businesses. This gives Sequoia and InterPrac an excellent opportunity to be very selective about which advisors we onboard over the coming years as we grow these businesses. Our core offering within Wealth Management remains as the provision of education, compliance, licensee oversight and business support packages to advisers, on a fee for advice basis, rather than the generation of income from product sales. On the Compliance front, shareholders would be well aware of some of the industry challenges that were identified during the Hayne Royal Commission. Importantly, the Group has moved to phase out commission-based remuneration in the personal advice business and for a number of years has operated all Divisions on a fee for service model rather than product commissions. This, coupled with the upcoming changes to the professional and educational standards for financial advisors, places the group in a strong position to improve 3 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Chairman’s report 30 June 2019 its market share. We continue to invest in our experienced compliance team and this investment has included both an internal and an external functionality which has resonated well with the advisers across the group. Within the direct division, Financial News Network performed well, growing revenue, subscribers and viewers. As the media landscape within Australia continues to evolve into the digital space, the need for media, education and financial market information is increasing. The business is ideally placed to take advantage of this. The past investment to build our own studios, and to employ researchers and in-house journalists is seeing the number of attendees at seminars increase and subscriptions to our online media increase month on month. Our news items and videos are viewed over 85,000 times each month directly plus through our 35+ content distribution partners. Our online retail broking division, Sequoia Direct, in undergoing a website refresh and we are focusing a greater marketing effort on this channel. This is a highly competitive space however we believe that the business has cost and distribution advantages as well a strong technology offering through our Bourse Data platforms. The professional services division results were impacted by investments in software and resources which have a longer-term outlook, and significant write downs. While these investments have caused some short term pain, they are necessary to ensure that this Division can grow and remain competitive in the future. The superannuation administration business and general insurance business were the positive performers in this unit with many accountants and financial planners within the broader group referring customers to the business. Throughout the year we undertook a review of the Group’s people management framework in order to: speed up the integration of our various businesses under the Sequoia banner; streamline the various remuneration structures currently in force across the Group; improve the link between performance and remuneration; and generally improve the fairness of remuneration and working conditions for all staff across the Group. In order to implement the recommendations of that review, we have employed a full time HR Manager who will be working closely with the CEO throughout 2020, as they deal with the various aspects of this review, including organisational structure, employment contracts, job descriptions, balanced scorecards and remuneration. These changes will ensure that our entire team is pulling in the one direction, and that everyone will be aligned to the Group’s ongoing business strategy. looking forward Despite the tough 2019 financial year, we enter 2020 very positively, and expect to deliver a significantly improved FY2020 result for all stakeholders. The Group ended FY2019 with cash and cash equivalents of just under $19M. This was a broadly similar level to FY2018, however we raised additional capital through the year as well as reducing debt from $7.4M to $1.4M. Total equity is currently $31M and our short-term goal is to focus on getting all of the current businesses to generate at least 15% return (before tax) on the non-cash equity component of that equity whilst ensuring that any new acquisition we make is able to generate this type of return. The changes occurring in the financial industry are profound and part of the reasoning for seeking to put the company on a sounder financial footing is to take advantage of these changes. We are well placed to participate in any rationalisation that may occur and grow our business in a judicious fashion. Sequoia is positioned as an attractive partner to advisers 4 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Chairman’s report 30 June 2019 looking to relocate from the major banks and life companies and we will continue to add advisers where it makes sense to do so. The Board and I understand that shareholders have borne some of the pain in positioning ourselves for the FY2020 and beyond with the share price under-performing but we firmly believe the business has shown improvement in the 2nd half and is primed for sustained growth and profitability. We thank all staff and shareholders for their patience and support throughout 2019 and look forward to repaying that faith with a strong financial performance in the coming years. 5 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group’) consisting of Sequoia Financial Group Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year ended 30 June 2019. diReCtoRs The following persons were directors of Sequoia Financial Group Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Garry Crole Executive Director Chief Executive Officer from 5 February 2019 John Larsen (resigned 18 December 2018 and re-appointed 1 March 2019) Non-Executive Director Chairman from 1 March 2019 Kevin Pattison (appointed 5 February 2019) Non-Executive Director Charles Sweeney (appointed 1 March 2019) Non-Executive Director Scott Beeton (resigned 4 February 2019) Timothy Martin (appointed 5 October 2018 and resigned 1 March 2019) Former Managing Director Former Chief Executive Officer Former Non-Executive Director pRinCipal aCtivities The Group’s principal activity is to offer financial planners, stock brokers, self-directed investors , superannuation funds and accountants a range of services that include but is not limited to business support and advice, coaching, compliance, education, licensing , wholesale clearing and execution, legal documents, investments, media and administration services. There was no change in the principal activities during the financial year. dividends Dividends paid during the financial year were as follows: Final dividend for the year ended 30 June 2018 of 0.5 cents per ordinary share* Consolidated 2019 $ 2018 $ 589,777 - * The dividend comprised of a cash dividend paid of $286,302 and dividend reinvestment allotment of $303,475, that occurred during the year ended 30 June 2019. 6 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 Review of opeRations The loss for the Group after providing for income tax and non-controlling interest amounted to $1,001,368 (30 June 2018: profit of $2,310,985). This financial year was a major transitional one for the Group. In the first nine months of the year, the Group invested heavily in improving capability to cope with the heavy growth aspirations we have begun to see trend in our direction. At the same time as investing heavily in these business units we took a conservative stance and wrote down the value of the non-core business, intangibles, fixed assets and wrote off some of the past accrued revenues as bad debts. Finally, in discussing non-recurring items the Group incurred some heavy acquisition related costs, redundancy costs and contract renegotiation costs associated with improving the technology solutions around the clearing, direct to market sales units and the legal document business. In addition to the actual write downs we estimate the sum of all the non-recurring items to be around $1.5 million. That said on the surface the reported operating result of $1,092,882 may seem unfavourable when compared to the prior year. The decisions made to focus on the long term at short term cost however places the business on a very sound platform to generate growth and in looking forward we are budgeting for revenue growth of between 10% and 40% across the various businesses in the Group. There were no material impacts on the adoption of AASB 15 “Revenue from Contracts with Customers”. signifiCant Changes in the state of affaiRs On 24 July 2018, the Company raised $5,000,000 by issuing 15,151,515 new fully paid ordinary shares at $0.33 per share. The placement was strongly supported by both existing and new institutional and sophisticated investors. The proceeds of the placement were used to pay down existing short-term debt and enhance the Group’s financial position to support ASX clearing activities. In February 2019, the Group sold its entire private share investment of $1,657,850 in Noble Oak. There were no other significant changes in the state of affairs of the Group during the financial year. matteRs subsequent to the end of the finanCial yeaR On 7 August 2019, the Company announced the acquisition of Libertas Financial Planning Pty Ltd (‘Libertas’). Libertas is a successful financial advice dealer group with approximately 70 authorised representatives. The acquisition provides Sequoia with further scale in the advice marketplace and based on the latest Money Management dealer group survey makes Sequoia one of the largest non-bank owned financial adviser groups in the country. As part of the consideration the Company will issue 1,500,000 fully paid ordinary shares at 20 cents per share to the seller. $1,000,000 cash will be paid upfront with an additional 7 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 cash payment in 12 months capped at $1,000,000 subject to revenue and earnings targets being achieved. At this stage, it is not practicable to disclose the other details of the acquisition given its timing relative to the issue of the financial statements. No other matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. likely developments and expeCted Results of opeRations The Group does not expect any major developments changes or variation to results if the Group were to continue as normal. However major variation would be expected to revenue and the expected results if shareholders approve any acquisition proposed by the directors. enviRonmental Regulation The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law. infoRmation on diReCtoRs name: Garry Peter Crole title: Chief Executive Officer (from 5 February 2019) experience and expertise: Garry is a highly experienced and well-regarded Financial Services Executive. He founded Deakin Financial Planning, an ASX listed company that was later acquired by IOOF. In more recent years, Garry started Interprac Financial Planning Pty Ltd, which is a leading independently owned Australian Financial Services Licensee. other current directorships: Non-Executive Director of Glennon Small Companies Limited (ASX: GC1) former directorships (last 3 years): Non-Executive Director of Diversa Ltd (ASX: DVA) which merged with OneVue Ltd (ASX: OVH) special responsibilities: Member of Risk and Compliance Committee, Audit Committee and Remuneration and Nomination Committee interests in shares: 10,777,934 ordinary shares (directly held) and 899,200 ordinary shares (indirectly held) interests in options: None interests in rights: None 8 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 name: John Larsen title: Non-Executive Director (resigned 18 December 2018 and re-appointed 1 March 2019) and Chairman (from 1 March 2019) experience and expertise: John brings in excess of 30 years’ experience in financial services to the Company, including senior management positions and directorships across various businesses licensed to provide financial services including funds management and stock broking. John has significant experience in the management of private portfolios and individually managed accounts. He was also the Chairman of Odyssey Funds Management between 2002 and 2009, part of the investment committee responsible for ASX listed, Huntley Investment Company Limited, between 2006 and 2008 and previously held the position of Group Investment Manager at ING (then Mercantile Mutual Group) retaining responsibility for the entire Australian investments portfolio with over $500 million of funds under management. other current directorships: Non-Executive Director of Glennon Small Companies Limited (ASX: GC1) former directorships (last 3 years): None special responsibilities: Chair of Audit Committee and member of Remuneration and Nomination Committee interests in shares: 101,549 ordinary shares (directly held) and 203,098 ordinary shares (indirectly held) interests in options: None interests in rights: None name: Kevin Pattison title: Non-Executive Director (appointed 5 February 2019) experience and expertise: Experience and expertise: Kevin has over 30 years’ experience in financial services. He has been a Non-Executive Director for the past 4 years on private companies and prior to that he was the CEO of various large national businesses for over 20 years. He is currently the Chairman of MBA Insurance Services. other current directorships: None former directorships (last 3 years): None special responsibilities: Chair of Remuneration and Nomination Committee and member of Risk and Compliance Committee interests in shares: 367,500 ordinary shares (indirectly held) interests in options: None interests in rights: None 9 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 name: Charles Sweeney title: Non-Executive Director (appointed 1 March 2019) qualifications: B.Comm, LL.B (Melb), Partner of Cooper Grace Ward Lawyers experience and expertise: Charles is a partner in Cooper Grace Ward’s corporate and commercial group. Charles provides wide- ranging general commercial advice to clients, with particular areas of focus including corporate advisory and intellectual property / information technology. Acting for listed and unlisted public and private clients, Charles advises across a broad range of industries, including agribusiness, financial services, technology and mining. Charles has served as a non-executive director of an ASX listed company (including during its ASX listing) and has practical experience of the issues faced by boards in relation to corporate governance, dealings with regulators (especially ASX and ASIC), major transactions and capital raisings. Charles is also a regular presenter on such topics. other current directorships: None former directorships (last 3 years): None special responsibilities: Chair of Risk and Compliance Committee and member of Audit Committee interests in shares: 195,000 ordinary shares (indirectly held) interests in options: None interests in rights: None ‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. ‘Former directorships (last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Company seCRetaRy Mr Hasaka Martin was appointed Company Secretary on 7 August 2018. He is employed by Boardroom Pty Ltd in their Corporate Secretarial Services Division in Melbourne. He is currently completing a Masters of Commercial Law. And holds a Graduate Diploma of Corporate and Securities Law, Banking, Corporate, Finance and Securities Law, a Graduate Diploma in Applied Corporate Governance, a PhD in Biochemistry and Molecular Biology and a B.Ag.Sc (hons) in Molecular Biology and Biochemistry. 1 0 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 meetings of diReCtoRs The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 30 June 2019, and the number of meetings attended by each director were: G Crole J Larsen K Pattison C Sweeney S Beeton T Martin G Crole J Larsen K Pattison C Sweeney S Beeton T Martin full board audit Committee attended held attended held 17 10 5 2 13 12 18 10 5 2 13 12 3 3 1 1 1 1 3 3 1 1 1 1 Risk and Compliance Committee Remuneration and nomination Committee attended held attended held 5 - 1 1 2 3 5 - 1 1 4 3 3 3 1 - 2 - 3 3 1 - 2 - Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. RemuneRation RepoRt (audited) The remuneration report details the key management personnel remuneration arrangements for the Group, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The key management personnel of the Group consisted of the following directors of Sequoia Financial Group Limited: • Garry Crole - Executive Director and Chief Executive Officer (from 5 February 2019) • John Larsen - Chairman and Non-Executive Director (resigned 18 December 2018 and re-appointed 1 March 2019) • Kevin Pattison - Non-Executive Director (appointed 5 February 2019) • Charles Sweeney - Non-Executive Director (appointed 1 March 2019) • Scott Beeton - Former Managing Director and Former Chief Executive Officer (resigned 4 February 2019) • Timothy Martin - Former Non-Executive Director (appointed 5 October 2018 and resigned 1 March 2019) 1 1 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 And the following person: • Renee Louise Minchin - Chief Financial Officer (on sabbatical leave from 15 March 2019) The remuneration report is set out under the following main headings: • Principles used to determine the nature and amount of remuneration • Details of remuneration • Service agreements • Share-based compensation • Additional information • Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of reward. The Board of Directors (‘the Board’) ensures that executive reward satisfies the following key criteria for good reward governance practices: • competitiveness and reasonableness • acceptability to shareholders • performance linkage / alignment of executive compensation • transparency The Board of Directors, through its Remuneration and Nomination Committee, accepts responsibility for determining and reviewing remuneration arrangements for the directors and the senior management team. The Remuneration and Nomination Committee assesses the appropriateness of the nature and amount of remuneration of directors and senior managers on a periodic basis by reference to relevant employment market conditions, giving due consideration to the overall profitability and financial resources of the Group, with the objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. Non-executive directors’ remuneration Fees and payments to non-executive directors reflect the demands which are made of the directors in fulfilling their responsibilities. Non-executive director fees are reviewed annually by the Board. The constitution of the Company provides that the non-executive directors of the Company are entitled to such remuneration, as determined by the Board, which must not exceed in aggregate the maximum amount determined by the Company in general meeting. The most recent determination was at the Annual General Meeting held on 15 December 2006 where the shareholders approved an aggregate remuneration of $200,000. 1 2 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 Senior management and executive director remuneration Executive remuneration comprises: • Fixed remuneration component • Variable remuneration component including short-term incentive (STI) and long-term incentive (LTI) • An Employee Share Option Plan was approved at a meeting of shareholders on the 27 November 2015 (LTI) Fixed remuneration Fixed remuneration consists of base remuneration as well as employer contributions to superannuation. Remuneration levels are reviewed annually through a process that considers individual performance and that of the overall Group. Variable remuneration – short-term incentive (STI) STIs are available to executives who achieve performance criteria including compliance. The Board is responsible for determining who is eligible to participate in STI arrangements as well as the structure of those arrangements. Variable remuneration – long-term incentive (LTI) The objective of the LTI plan is to reward senior managers in a manner which aligns this element of remuneration with the creation of shareholder wealth. As such, LTI grants are only made to executives who are able to influence the generation of shareholder wealth and thus have a direct impact on the Group’s performance against relevant long term performance hurdles. LTI grants to executives are delivered in the form of options or shares. Sequoia Employee Incentive Plan (‘SEIP’) On 1 February 2017, the Company established an employee equity scheme, called the Sequoia Employee Incentive Plan (‘SEIP’) to offer options and performance rights to certain employees employed in the Company. Options All options offered under the December 2017 grant were granted for nil consideration and had a $0.45 exercise price. Options vest in two tranches: tranche Tranche 1 Tranche 2 vesting date 30 June 2018 30 June 2019 The vesting conditions of the options granted under the December 2017 grant are: • Tranche 1 - full time employee of the Company and net profit after tax exceeding the 30 June 2017 result; and • Tranche 2 - full time employee of the Company and net profit after tax exceeding the 30 June 2018 result. All option tranches expire on 31 December 2019. 1 3 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 Performance rights All performance rights offered under the February 2017 and October 2018 grants were granted for nil consideration and had a nil exercise price. Performance rights vest in three tranches: tranche Tranche 1 Tranche 2 Tranche 3 february 2017 vesting date october 2017 vesting date 31 January 2018 30 June 2019 31 January 2019 30 June 2020 31 January 2020 30 June 2021 The vesting conditions of the performance rights granted are: • 50% of each tranche where the employee meets the service condition; and • 50% of each tranche where the employee meets the service condition and the Company meets the performance conditions. All performance rights tranches relating to February 2017 grant expire on 31 January 2022. The service conditions are that Tranche 1, Tranche 2 and Tranche 3 will vest if continuous employment is maintained with the Company from the date the performance rights are granted until their respective vesting dates. The performance conditions relating to the February 2017 grant are related to share price hurdles as follows: • Tranche 1 will vest if the Company’s 90 Day VWAP up to and including 31 January 2018 is at least $0.25. • Tranche 2 will vest if the Company’s 90 Day VWAP up to and including 31 January 2019 is at least $0.30. • Tranche 3 will vest if the Company’s 90 Day VWAP up to and including 31 January 2020 is at least $0.35. All performance rights tranches related to the October 2018 grant expire on 30 June 2023. The service conditions are that Tranche 1, Tranche 2 and Tranche 3 will vest if continuous employment is maintained with the Company from the date the performance rights are granted until their respective vesting dates. The performance conditions relating to the October 2018 grant are related to share price hurdles as follows: • Tranche 1 will vest if the Company’s 90 Day VWAP up to and including 30 June 2019 is at least $0.36. • Tranche 2 will vest if the Company’s 90 Day VWAP up to and including 30 June 2020 is at least $0.45. • Tranche 3 will vest if the Company’s 90 Day VWAP up to and including 30 June 2021 is at least $0.55. Any performance rights which meet the vesting conditions above will be available for exercise up until the expiry date. On exercise of vested performance rights Company shares may be acquired and held by an Employee Share Trust (‘EST’) to be established for the purpose of settlement. Shares may be held subject to the EST and the Company’s Securities Trading Policy. 1 4 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 If the Company provide an EST, the employee can apply to the Trustee to have their shares transferred or sold from the EST, subject to compliance with the Company’s Securities Trading Policy. Consolidated entity performance and link to remuneration Remuneration for certain individuals is directly linked to the performance of the Group. A portion of cash bonus and incentive payments are dependent on defined earnings per share targets being met. The remaining portion of the cash bonus and incentive payments are at the discretion of the Remuneration and Nomination Committee. Refer to the section ‘Additional information’ below for details of the earnings and total shareholders return for the last four years. Use of remuneration consultants During the financial year ended 30 June 2019, the Group did not engage remuneration consultants, to review its existing remuneration policies and provide recommendations. Voting and comments made at the Company’s 2018 Annual General Meeting (‘AGM’) At the 23 November 2018 AGM, 99.94% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2018. The Company did not receive any specific feedback at the AGM regarding its remuneration practices. Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the Group are set out in the following tables. 2019 Non-Executive Directors: J Larsen K Pattison** C Sweeney** T Martin* Executive Directors: G Crole S Beeton* Other Key Management Personnel: R Minchin*** short-term benefits post- employment benefits share-based payments Cash salary and fees $ Cash bonus $ directors’ fees $ movement in leave entitlements $ super- annuation $ equity- settled $ total $ 39,059 - - - - - - - - 21,250 18,250 15,000 - - - - 3,711 - - - 21,317 (114,105) 20,531 15,399 326,920 420,245 10,000 60,000 180,057 966,281 13,699 83,699 - - - (8,025) 54,500 (100,813) 14,817 54,458 8,775 8,775 209,323 1,066,900 - - - - - - 42,770 21,250 18,250 15,000 378,768 381,539 * Remuneration is for the period from 1 July 2018 to date of resignation as a key management personnel. ** Remuneration is for the period from date of appointment as a key management personnel to 30 June 2019. *** Remuneration is for the period from 1 July 2018 to date of leave of absence as a key management personnel. 1 5 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 2018 Non-Executive Directors: J Larsen** M Carter* Executive Directors: G Crole S Beeton M Collignon* Other Key Management Personnel: R Minchin short-term benefits Cash salary and fees $ Cash bonus $ post- employment benefits super- annuation $ share-based payments equity- settled $ total $ 15,221 126,374 160,235 314,948 139,366 164,384 920,528 - - - 60,000 - 13,699 73,699 1,446 12,005 12,565 19,835 6,684 16,918 69,453 - - - 14,867 - 16,667 138,379 172,800 409,650 146,050 18,000 32,867 213,001 1,096,547 * Remuneration is for the period from 1 July 2017 to date of resignation as a key management personnel. ** Remuneration is for the period from date of appointment as a key management personnel to 30 June 2018 The proportion of remuneration linked to performance and the fixed proportion are as follows: name 2019 2018 2019 2018 2019 2018 fixed remuneration at risk - sti at risk - lti Non-Executive Directors: J Larsen K Pattison C Sweeney T Martin M Carter Executive Directors: G Crole S Beeton M Collignon Other Key Management Personnel: 100% 100% 100% 100% - 97% 84% - 100% - - - 100% 100% 81% 100% - - - - - 3% 16% - - - - - - - 15% - - - - - - - - - - - - - - - 4% - R Minchin 89% 86% 7% 6% 4% 8% Service agreements Where contracts have been established, employment terms and conditions of key management personnel and Group executives are formalised in standard contracts of employment. All contracts are for no fixed term with one to three months’ notice required for termination by either party. 1 6 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 Share-based compensation Issue of shares There were no shares issued or granted to directors and other key management personnel as part of compensation during the year ended 30 June 2019. Options There were no options over ordinary shares issued or granted to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2019. Performance rights The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other key management personnel in this financial year or future reporting years are as follows: grant date 1 Feb 2017 26 Oct 2018 name vesting date and exercisable date expiry date share price hurdle for vesting fair value per right at grant date 31 Jan 2018 31 Jan 2022 30 Jun 2019 30 Jun 2023 $0.000 $0.000 $0.3200 $0.3100 number of rights granted grant date vesting date and exercisable date expiry date share price hurdle for vesting fair value per right at grant date Renee Minchin 100,000 26 Oct 2018 30 Jun 2019 30 Jun 2023 $0.000 $0.3100 Performance rights granted carry no dividend or voting rights. The number of performance rights over ordinary shares granted to and vested in directors and other key management personnel as part of compensation during the year ended 30 June 2019 are set out below: name number of rights granted during the year 2019 number of rights granted during the year 2018 number of rights vested during the year 2019 number of rights vested during the year 2018 Renee Minchin 100,000 150,000 33,750 60,000 All performance rights were granted for nil consideration and had a nil exercise price. Additional information The earnings of the Group for the five years to 30 June 2019 are summarised below: 2019 $ 2018 $ 2017 $ 2016 $ 2015 $ Sales revenue 83,018,040 75,674,127 35,075,151 22,980,597 21,406,293 Profit/(loss) after income tax (1,001,368) 2,369,718 725,573 285,733 (17,974,212) The factors that are considered to affect total shareholders return (‘TSR’) are summarised below: Share price at financial year end ($) 0.170 0.340 0.320 0.200 0.100 2019 2018 2017 2016 2015 1 7 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 Additional disclosures relating to key management personnel Shareholding The number of shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Ordinary shares GP Crole*** J Larsen*** K Pattison* C Sweeney*** SL Beeton**/*** RL Minchin balance at the start of the year Received as part of remuneration additions disposals/ other balance at the end of the year 11,401,500 300,000 - - 9,183,358 302,647 21,187,505 - - - - - 275,634 4,647 367,500 195,000 - - - - 730,024 (9,913,382) 11,677,134 304,647 367,500 195,000 - 33,750 33,750 - - 336,397 1,572,805 (9,913,382) 12,880,678 * Additions represents holding at date of becoming a key management personnel, not necessarily an addition of holding during the year. ** Disposals/other represents no longer a key management personnel, not necessarily a disposal of holding. Scott Beeton resigned on 4 February 2019. *** Shares acquired via on-market trade. Option holding The number of options over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Options over ordinary shares SL Beeton balance at the start of the year granted exercised expired/ forfeited/ other balance at the end of the year 2,000,000 2,000,000 - - - - (2,000,000) (2,000,000) - - * Options were forfeited on date of resignation, 4 February 2019. Performance rights holding The number of performance rights over ordinary shares in the Company held during the financial year by each director and other members of key management personnel of the Group, including their personally related parties, is set out below: Performance rights over ordinary shares RL Minchin balance at the start of the year granted exercised expired/ forfeited/ other balance at the end of the year 90,000 90,000 100,000 100,000 (33,750) (33,750) - - 156,250 156,250 This concludes the remuneration report, which has been audited. 1 8 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 shaRes undeR option There were no unissued ordinary shares of Sequoia Financial Group Limited under option outstanding at the date of this report. shaRes undeR peRfoRmanCe Rights unissued ordinary shares of Sequoia Financial Group Limited under performance rights at the date of this report are as follows: grant date 1 February 2017 26 October 2018 expiry date 31 January 2022 30 June 2023 number under rights 150,000 925,000 1,075,000 No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue of the Company or of any other body corporate. shaRes issued on the exeRCise of options There were no ordinary shares of Sequoia Financial Group Limited issued on the exercise of options during the year ended 30 June 2019 and up to the date of this report. shaRes issued on the exeRCise of peRfoRmanCe Rights The following ordinary shares of Sequoia Financial Group Limited were issued during the year ended 30 June 2019 and up to the date of this report on the exercise of performance rights granted: date performance rights granted share price as at date of exercise number of shares issued 1 February 2017 $0.260 112,500 indemnity and insuRanCe of offiCeRs The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith. During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. indemnity and insuRanCe of auditoR The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor. During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity. 1 9 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors’ report 30 June 2019 pRoCeedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. non-audit seRviCes Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor are outlined in note 22 to the financial statements. The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 22 to the financial statements do not compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following reasons: • all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor; and • none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards. auditoR’s independenCe deClaRation A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors’ report. This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001. On behalf of the directors John Larsen Chairman 19 August 2019 Melbourne 2 0 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Auditor’s Independence declaration 2 1 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Consolidated statement of profit or loss and other comprehensive income Revenue expenses Data fees Dealing and settlement Commission and hedging Employee benefits Occupancy Telecommunications Marketing General and administrative Operating profit Interest revenue calculated using the effective interest method Depreciation and amortisation Impairment of assets Finance costs Profit/(loss) before income tax (expense)/benefit Income tax (expense)/benefit Profit/(loss) after income tax (expense)/benefit for the year other comprehensive income Items that will not be reclassified subsequently to profit or loss Gain on the revaluation of financial assets at fair value through other comprehensive income, net of tax Loss on the revaluation of financial assets at fair value through other comprehensive income, net of tax Other comprehensive income for the year, net of tax total comprehensive income for the year Profit/(loss) for the year is attributable to: Non-controlling interest Owners of Sequoia Financial Group Limited Total comprehensive income for the year is attributable to: Non-controlling interest Owners of Sequoia Financial Group Limited Basic earnings per share Diluted earnings per share Consolidated note 2019 $ 2018 $ 5 83,018,040 75,674,127 (1,161,134) (1,806,693) (8,349,140) (16,885,741) (54,375,311) (38,731,824) 6 (11,734,219) (9,259,008) (1,127,414) (938,733) (1,137,711) (636,949) (393,591) (421,999) (3,646,638) (2,660,293) 1,092,882 4,332,887 220,170 99,111 (1,563,159) (473,888) 12 (530,832) (222) (323,215) (499,717) (1,104,154) 3,458,171 7 102,786 (1,088,453) (1,001,368) 2,369,718 - 289,530 (157,173) - (157,173) 289,530 (1,158,541) 2,659,248 - 58,733 (1,001,368) 2,310,985 (1,001,368) 2,369,718 - 58,733 (1,158,541) 2,600,515 (1,158,541) 2,659,248 Cents Cents 29 29 (0.851) (0.851) 2.800 2.676 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes 2 2 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Consolidated statement of financial position assets Cash and cash equivalents Trade and other receivables Contract assets and deferred costs Inventories Financial assets Derivative financial instruments Deposits Prepayments Total current assets non-current assets Contract assets and deferred costs Derivative financial instruments Financial assets Plant and equipment Intangibles Deferred tax Prepayments Total non-current assets total assets Consolidated note 2019 $ 2018 $ 8 9 10 11 9 11 12 7 18,852,029 11,675,680 7,510,057 6,386 675,614 19,031,987 7,088,606 9,211,254 18,547 1,494,444 5,042,611 13,924,686 138,452 706,591 1,306,000 586,958 44,607,420 52,662,482 8,078,679 9,707,879 13,719,935 17,438,251 40,000 1,654,060 1,944,646 2,291,997 20,621,472 21,322,703 7,775,014 392,950 8,394,867 779,440 52,282,110 61,879,783 96,889,530 114,542,265 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 2 3 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Consolidated statement of financial position liabilities Current liabilities Trade and other payables Contract liabilities and deferred revenue Borrowings Derivative financial instruments Income tax payable Employee benefits Lease incentives Total current liabilities non-current liabilities Contract liabilities and deferred revenue Borrowings Derivative financial instruments Deferred tax Employee benefits Total non-current liabilities total liabilities net assets equity Issued capital Reserves Accumulated losses total equity Consolidated note 2019 $ 2018 $ 13 14 15 11 14 15 11 7 16 17 15,551,526 10,585,148 1,431,658 5,042,610 1,759,066 555,206 624,563 13,673,154 11,748,491 6,680,717 13,924,686 1,439,605 645,768 643,582 35,549,777 48,756,003 11,394,362 13,646,018 - 719,506 13,719,936 17,438,251 4,928,398 124,369 6,141,711 76,604 30,167,065 38,022,090 65,716,842 31,172,688 86,778,093 27,764,172 48,025,034 42,788,182 579,708 816,899 (17,432,054) (15,840,909) 31,172,688 27,764,172 The above consolidated statement of financial position should be read in conjunction with the accompanying notes 2 4 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Consolidated statement of changes in equity Consolidated issued capital $ financial assets at fair value through other comprehen- sive income reserve $ share- based payments reserve $ accumulated losses $ non- controlling interest $ total equity $ Balance at 1 July 2017 26,724,112 297,951 110,384 (17,005,876) 75,509 10,202,080 Profit after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: - - - - 289,530 289,530 Contributions of equity, net of transaction costs (note 16) 16,064,070 Share-based payments Acquisition of non-controlling interest - - - - - - - - - 119,034 2,310,985 58,733 2,369,718 - - 289,530 2,310,985 58,733 2,659,248 - - - - 16,064,070 119,034 - (1,146,018) (134,242) (1,280,260) Balance at 30 June 2018 42,788,182 587,481 229,418 (15,840,909) - 27,764,172 Consolidated issued capital $ financial assets at fair value through other comprehen- sive income reserve $ share- based payments reserve $ accumulated losses $ non- controlling interest $ total equity $ Balance at 1 July 2018 42,788,182 587,481 229,418 (15,840,909) Loss after income tax benefit for the year Other comprehensive income for the year, net of tax Total comprehensive income for the year Transactions with owners in their capacity as owners: - - - - (157,173) (157,173) Contributions of equity, net of transaction costs (note 16) 5,236,852 Share-based payments Dividends paid (note 18) - - - - - - - - - (80,018) (1,001,368) - (1,001,368) - - - (589,777) Balance at 30 June 2019 48,025,034 430,308 149,400 (17,432,054) - - - - - - - - 27,764,172 (1,001,368) (157,173) (1,158,541) 5,236,852 (80,018) (589,777) 31,172,688 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes 2 5 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Consolidated statement of cash flows Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest received Interest and other finance costs paid Income taxes paid Consolidated note 2019 $ 2018 $ 78,370,946 78,977,716 (77,910,306) (69,385,242) 460,640 220,170 (323,215) (171,213) 9,592,474 99,111 (499,717) (320,485) Net cash from operating activities 28 186,382 8,871,383 Cash flows from investing activities Payment for purchase of business, net of cash acquired Payments for purchase of additional equity in subsidiaries Payments for investments Payments for plant and equipment Payments for intangibles Payments for bonds, guarantees and other assets Proceeds from disposal of investments Proceeds from disposal of property, plant and equipment Net cash from/(used in) investing activities Cash flows from financing activities Proceeds from issue of shares Share issue transaction costs Proceeds from borrowings Repayment of convertible notes Dividends paid Repayment of borrowings - - - (754,364) (4,877) - 1,709,973 4,418 (771,845) (1,280,260) (296,664) (1,175,937) (716,128) (568,548) - - 955,150 (4,809,382) 5,236,852 3,096,240 - - (200,000) (589,777) (5,768,565) (2,720) 5,999,048 (300,000) - - 12 18 Net cash from/(used in) financing activities (1,321,490) 8,792,568 Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year (179,958) 19,031,987 12,854,569 6,177,418 Cash and cash equivalents at the end of the financial year 18,852,029 19,031,987 The Group holds cash reserves which are required to meet its broker licensing commitments. The conditions of the license, amongst other requirements, mandate that its wholly owned subsidiary, Morrison Securities Pty Ltd must maintain at all times core capital greater than $12,000,000, where at least 90% of this core capital is cash at bank. The above consolidated statement of cash flows should be read in conjunction with the accompanying notes 2 6 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 note 1. geneRal infoRmation The financial statements cover Sequoia Financial Group Limited as a Group consisting of Sequoia Financial Group Limited (‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during, the year (referred to in these financial statements as the ‘Group’). The financial statements are presented in Australian dollars, which is Sequoia Financial Group Limited’s functional and presentation currency. Sequoia Financial Group Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level 7 7 Macquarie Place Sydney NSW 2000 A description of the nature of the Group’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 19 August 2019. The directors have the power to amend and reissue the financial statements. note 2. signifiCant aCCounting poliCies The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. new or amended accounting standards and interpretations adopted The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The following Accounting Standards and Interpretations are most relevant to the Group: AASB 9 Financial Instruments The Group has adopted AASB 9 from 1 July 2018. The standard introduced new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates and that are solely principal and interest. A debt investment shall be measured at fair value through other comprehensive income if it is held within a business model whose objective is to both hold assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest as well as selling the asset on the basis of its fair value. All other financial assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or contingent consideration recognised in a business combination) in other comprehensive income (‘OCI’). Despite these requirements, a financial asset may be irrevocably designated as measured at fair value through profit or loss to reduce the effect of, or eliminate, an accounting mismatch. For financial liabilities 2 7 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) designated at fair value through profit or loss, the standard requires the portion of the change in fair value that relates to the entity’s own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements use an ‘expected credit loss’ (‘ECL’) model to recognise an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available. The Group previously held investments classified as ‘available-for-sale’, with changes in fair value of those investments, net of tax, taken to the financial assets at fair value through other comprehensive income reserve. upon adopting AASB 9, the Group elected to continue to account for these equity investments at ‘fair value through other comprehensive income’. As a consequence, there was no adjustment to these financial statements arising from this change. AASB 15 Revenue from Contracts with Customers The Group has adopted AASB 15 from 1 July 2018. The standard provides a single comprehensive model for revenue recognition. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract- based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. This is described further in the accounting policies below. Credit risk is presented separately as an expense rather than adjusted against revenue. Contracts with customers are presented in an entity’s statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity’s performance and the customer’s payment. Customer acquisition costs and costs to fulfil a contract can, subject to certain criteria, be capitalised as an asset and amortised over the contract period. Impact of adoption AASB 9 and AASB 15 were adopted using the transitional rules not to restate comparatives. There was no impact on the adoption on opening accumulated losses as at 1 July 2018. The impact of the new Accounting Standards compared with the previous Accounting Standards on the current reporting period is as follows: extRaCt Statement of profit or loss Revenue Current standard (as reported) $ previous standard $ Change $ 83,018,040 83,238,210 (220,170) Interest revenue calculated using the effective interest method 220,170 - 220,170 Loss before income tax benefit Income tax benefit (1,104,154) (1,104,154) 102,786 102,786 Loss after income tax benefit (1,001,368) (1,001,368) - - - 2 8 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’). Historical cost convention The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets at fair value through other comprehensive income, financial assets and liabilities at fair value through profit or loss and derivative financial instruments. Critical accounting estimates The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3. parent entity information In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 26. principles of consolidation The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Sequoia Financial Group Limited as at 30 June 2019 and the results of all subsidiaries for the year then ended. Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. 2 9 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) operating segments Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM is responsible for the allocation of resources to operating segments and assessing their performance. Revenue recognition The Group recognises revenue as follows: Revenue from contracts with customers Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand- alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised. Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the ‘expected value’ or ‘most likely amount’ method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability. Timing of revenue recognition Sequoia Equity Markets Group: The Group offers structured products to investors seeking exposure to investment opportunities. Management determined after lengthy evaluation that there are different types of structured product revenue. Each revenue type has numerous and distinct performance obligations, this allows different treatment to each of these revenue streams. The different revenue streams include: • application fee revenue is recognised up-front as it is at a point in time (upon signing contract); • structured product revenue is released over the duration of the contract as it is earned over a period of time (duration of the contract); and • coupon premium revenue is earned upon completion of the contract, as it is earned upon concluding the contract (conclusion of contract). The costs of entering into the contract with wholesale counter parties are matched to the revenue streams. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest 3 0 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other revenue Revenues from other services, including brokerage, financial planning, superannuation and corporate advisory services are performed as they are rendered to the customer, net of any commissions. For brokerage, this occurs upon the date of settlement of clearing the underlying transaction on behalf of the client. For corporate advisory income relating to a transaction, this occurs upon the execution of the transaction. Where corporate advisory services relate to fees earned under a retainer agreement, revenue is accrued pro-rata according to the servicing of that retainer. Contract assets and contract liabilities (previously classified as deferred costs and deferred revenue) Contract assets relate to hedging costs and contract liabilities relate primarily to structured product revenues. The contract assets represents costs deferred and contract liabilities represent revenue deferred due to recognition requirements where the revenue and cost are spread over the product life. income tax The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: • When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or • When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. 3 1 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) Current and non-current classification Assets and liabilities are presented in the statement of financial position based on current and non-current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current. A liability is classified as current when: it is either expected to be settled in the Group’s normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. Cash and cash equivalents Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. trade and other receivables Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days. The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit losses. derivative financial instruments Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Derivatives are classified as current or non-current depending on the expected period of realisation, based upon the maturity date set in the underlying derivative agreement. investments and other financial assets Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided. 3 2 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it’s carrying value is written off. Financial assets at amortised cost A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest. Financial assets at fair value through profit or loss Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss. Impairment of financial assets The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group’s assessment at the end of each reporting period as to whether the financial instrument’s credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain. Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset’s lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset’s lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate. For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss. plant and equipment Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment (excluding land) over their expected useful lives as follows: Leasehold improvements Over the term of the lease Plant and equipment 3 years 3 3 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. An item of plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. leases The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset. A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to the ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and benefits. Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as to achieve a constant rate of interest on the remaining balance of the liability. Leased assets acquired under a finance lease are depreciated over the asset’s useful life or over the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term. Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis over the term of the lease. intangible assets Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period. Goodwill Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Website Significant costs associated with the development of the revenue generating aspects of the website, including the capacity of placing orders, are deferred and amortised on a straight- line basis over the period of their expected benefit, being their finite life of 3 years. 3 4 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) Customer list Customer lists acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit, being their finite life of 5 to 10 years. Regulatory memberships and licences Costs in relation to regulatory memberships and licences are capitalised as an asset. These costs are not subsequently amortised but reviewed annually for impairment. impairment of non-financial assets Goodwill is not subject to amortisation and is tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in- use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. trade and other payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. borrowings Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current. The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement of financial position, net of transaction costs. On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance cost. The remainder of the proceeds are allocated to the conversion option that is recognised and included in shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the conversion option is not remeasured in the subsequent years. The corresponding interest on convertible notes is expensed to profit or loss. employee benefits Short-term employee benefits Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled. 3 5 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) Other long-term employee benefits The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high-quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. fair value measurement When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market. Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non- financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement. For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data. issued capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. dividends Dividends are recognised when declared during the financial year and no longer at the discretion of the Company. earnings per share Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to the owners of Sequoia Financial Group Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year. 3 6 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. goods and services tax (‘gst’) and other similar taxes Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. new accounting standards and interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2019. The Group’s assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below. AASB 16 Leases This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117 ‘Leases’ and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions, a ‘right-of-use’ asset and lease liability are recognised at the commencement of the lease. The right-of-use asset is recognised at an amount that is equivalent to the initial measurement of the lease liability, adjusted for lease prepayments, lease incentives received, initial direct costs incurred, and an estimate of any future restoration, removal or dismantling costs. The lease liability is recognised at the present value of future lease payments comprising fixed lease payments less incentives, variable lease payments, residual guarantees payable, payment of purchase options where exercise is reasonably certain, and any anticipated termination penalties. The lease payments are discounted at the rate implicit in the lease, or where not readily determinable, the entity’s incremental borrowing rate. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists whereby either a ‘right- of-use’ asset is recognised or lease payments are expensed to profit or loss as incurred. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease 3 7 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 2. signifiCant aCCounting poliCies (Continued) expenses under AASB 117. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. The Group will adopt this standard from 1 July 2019 and it is expected that the operating and lease commitments identified in note 29 will be required to be included in the consolidated statement of financial position when the standard becomes effective. New Conceptual Framework for Financial Reporting A revised Conceptual Framework for Financial Reporting has been issued by the AASB and is applicable for annual reporting periods beginning on or after 1 January 2020. This release impacts for-profit private sector entities that have public accountability that are required by legislation to comply with Australian Accounting Standards and other for-profit entities that voluntarily elect to apply the Conceptual Framework. Phase 2 of the framework is yet to be released which will impact for-profit private sector entities. The application of new definition and recognition criteria as well as new guidance on measurement will result in amendments to several accounting standards. The issue of AASB 2019-1 Amendments to Australian Accounting Standards – References to the Conceptual Framework, also applicable from 1 January 2020, includes such amendments. Where the Group has relied on the conceptual framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under Australian Accounting Standards, the Group may need to revisit such policies. The Group will apply the revised conceptual framework from 1 July 2020 and is yet to assess its impact. note 3. CRitiCal aCCounting judgements, estimates and assumptions The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below. Goodwill The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions, including estimated discount rates based on the current cost of capital and growth rates of the estimated future cash flows. 3 8 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 3. CRitiCal aCCounting judgements, estimates and assumptions (Continued) Recovery of deferred tax assets Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Other significant estimates Other significant estimates include fair value assessment of derivatives and investments (refer to note 20). note 4. opeRating segments Identification of reportable operating segments The Group is organised into five operating segments which are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in determining the allocation of resources. The information reported to the CODM is on a monthly basis. The CODM reviews operating profit which is earnings before interest, taxation, depreciation and amortisation adjusted for impairment (adjusted ‘EBITDA’). Previously the CODM reviewed operating results. Comparatives have been restated accordingly. Types of products and services The principal products and services of each of these operating segments are as follows: Sequoia Wealth Group Sequoia Professional Services Group Sequoia Equity Markets Group Sequoia Direct Investment Group Sequoia Wealth Group comprises the Financial Planning, Wealth Management and Corporate advisory business units. This is our personal advice division and specialises in supporting accountants, financial planners, mortgage brokers, insurance advisers and investment advisers with an array of solutions such as AFSL and ACL licensing, merger and acquisitions corporate advice, equity capital market advice, administration and investment platforms, investment and superannuation products, model portfolios, mortgage broking and life insurance advice. This is delivered through adviser networks and dedicated direct relationships with clients. Sequoia Professional Services Group provides complete SMSF solutions to Financial Planners, Stock Brokers, Mortgage Brokers and Accountants Australia wide. This division also manages a legal practice establishment business and is an Australian leading provider of General Insurance solutions specifically for accountants. Sequoia Equity Markets Group delivers white label Australian Stockbroking and Specialised Investment solutions to third party institutional and adviser networks that operate their own AFSL such as financial planners, financial advisors, banks, building societies and trading educators. Sequoia Direct Investment Group provides general advice for investors on portfolio management, SMSFs, share trading, superannuation, structured products and insurance. This division also includes market data and trading tools for self-directed investors and has an independent news organisation specialising in finance and business news updates, events and investor communication for ASX-Listed companies. Head Office Head Office relates to the corporate running costs of the Group. All products and services are provided predominantly to customers in Australia. 3 9 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 4. opeRating segments (Continued) Intersegment transactions Intersegment transactions were made at cost. Intersegment transactions are eliminated on consolidation. Intersegment receivables, payables and loans Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are eliminated on consolidation. Operating segment information Consolidated - 2019 Revenue Revenue Gains/(losses) on portfolio investments sequoia wealth group $ sequoia professional services group $ sequoia equity markets group $ sequoia direct investment group $ head office $ total $ 26,806,237 4,644,997 48,554,256 3,145,461 308,540 83,459,491 (438,307) - (3,144) - - (441,451) total revenue 26,367,930 4,644,997 48,551,112 3,145,461 308,540 83,018,040 adjusted ebitda 1,939,362 1,842,443 2,714,199 878,496 (6,281,618) 1,092,882 Depreciation and amortisation Impairment of assets Interest revenue Finance costs Loss before income tax benefit Income tax benefit Loss after income tax benefit assets Segment assets total assets liabilities Segment liabilities total liabilities (1,563,159) (530,832) 220,170 (323,215) (1,104,154) 102,786 (1,001,368) 4,291,975 7,438,106 69,256,950 1,002,038 14,900,461 96,889,530 96,889,530 1,800,007 431,121 53,409,040 977,006 9,099,668 65,716,842 65,716,842 4 0 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 4. opeRating segments (Continued) Consolidated - 2018 Revenue Revenue Gains/(losses) on portfolio investments sequoia wealth group $ sequoia professional services group $ sequoia equity markets group $ sequoia direct investment group $ head office $ total $ 18,989,482 4,168,623 45,771,151 5,100,571 1,164,434 75,194,261 479,866 - - - - 479,866 total revenue 19,469,348 4,168,623 45,771,151 5,100,571 1,164,434 75,674,127 adjusted ebitda 2,703,521 1,188,701 1,767,011 944,050 (2,270,396) 4,332,887 Depreciation and amortisation Impairment of assets Interest revenue Finance costs Profit before income tax expense Income tax expense Profit after income tax expense assets Segment assets total assets liabilities Segment liabilities total liabilities (473,888) (222) 99,111 (499,717) 3,458,171 (1,088,453) 2,369,718 6,330,185 6,401,348 96,389,821 2,764,420 2,656,491 114,542,265 114,542,265 1,953,106 505,416 83,092,348 1,227,223 - 86,778,093 86,778,093 4 1 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 5. Revenue Sales revenue Data subscriptions fees Brokerage and commissions revenue Superannuation product revenue Structured product revenue Corporate advisory fees Media revenue Leasing Other income Other revenue Consolidated 2019 $ 2018 $ 863,635 37,711,607 2,584,074 36,707,013 2,967,596 1,581,260 293,766 750,540 1,209,386 28,670,705 2,197,532 32,979,899 7,857,531 1,601,788 480,210 197,210 83,459,491 75,194,261 Gains/(losses) on portfolio investments (441,451) 479,866 Revenue 83,018,040 75,674,127 Other revenue includes general service revenue and held for trading revenue. Disaggregation of revenue The disaggregation of revenue from contracts with customers is as follows: Consolidated - 2019 Timing of revenue recognition Services transferred at a point in time sequoia wealth group $ sequoia professional services group $ sequoia equity markets group $ sequoia direct investment group $ head office $ total $ 26,367,930 4,644,997 11,725,198 819,467 308,540 43,866,132 Services transferred over time - - 36,825,914 2,325,994 - 39,151,908 26,367,930 4,644,997 48,551,112 3,145,461 308,540 83,018,040 AASB 15 was adopted using the transitional rules not to restate comparatives. As such, no disaggregation of revenue is disclosed for the year ended 30 June 2018. 4 2 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 6. expenses Profit/(loss) before income tax includes the following specific expenses: Rental expense relating to operating leases Minimum lease payments Employee benefits Wages and salaries Defined contribution superannuation expense Other employment costs Total employee benefits note 7. inCome tax Income tax expense/(benefit) Current tax Deferred tax - origination and reversal of temporary differences Adjustment recognised for prior periods Aggregate income tax expense/(benefit) Deferred tax included in income tax expense/(benefit) comprises: Decrease/(increase) in deferred tax assets Increase/(decrease) in deferred tax liabilities Consolidated 2019 $ 2018 $ 1,046,956 885,109 8,653,292 731,184 2,349,743 7,115,620 599,504 1,543,884 11,734,219 9,259,008 Consolidated 2019 $ 2018 $ 500,152 1,522,876 (606,428) (450,853) 3,490 16,430 (102,786) 1,088,453 606,885 (2,101,073) (1,213,313) 1,650,220 Deferred tax - origination and reversal of temporary differences (606,428) (450,853) Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate Profit/(loss) before income tax (expense)/benefit (1,104,154) 3,458,171 Tax at the statutory tax rate of 30% (331,246) 1,037,451 Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Impairment of goodwill Sundry items Adjustment recognised for prior periods Income tax expense/(benefit) 159,250 65,720 - 34,572 (106,276) 1,072,023 3,490 16,430 (102,786) 1,088,453 4 3 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 7. inCome tax (Continued) Amounts charged/(credited) directly to equity Deferred tax assets Deferred tax liabilities Deferred tax asset Deferred tax asset comprises temporary differences attributable to: Allowance for expected credit losses Employee benefits Accrued expenses Deferred income Share issue expenses Net fair value loss on investment Deferred tax assets attributable to business combinations Lease incentives Deferred tax asset Movements: Opening balance Credited/(charged) to profit or loss Charged to equity Additions through business combinations Closing balance Consolidated 2019 $ 2018 $ 12,968 23,871 - (46,070) 12,968 (22,199) Consolidated 2019 $ 2018 $ 63,153 225,664 390,875 36,052 235,880 385,092 6,593,853 7,618,353 37,226 138,712 109,976 215,555 24,258 14,954 80,278 - 7,775,014 8,394,867 8,394,867 5,718,881 (606,885) 2,101,073 (12,968) - (23,871) 598,784 7,775,014 8,394,867 4 4 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 7. inCome tax (Continued) Deferred tax liability Deferred tax liability comprises temporary differences attributable to: Financial assets at fair value through other comprehensive income Deferred expenses Deferred tax liability Movements: Opening balance Charged/(credited) to profit or loss Credited to equity Closing balance note 8. tRade and otheR ReCeivables Current assets Trade receivables Less: Allowance for expected credit losses Other receivables Consolidated 2019 $ 2018 $ 251,778 251,778 4,676,620 5,889,933 4,928,398 6,141,711 6,141,711 4,537,561 (1,213,313) 1,650,220 - (46,070) 4,928,398 6,141,711 Consolidated 2019 $ 2018 $ 766,543 2,110,743 (210,510) (120,174) 556,033 1,990,569 11,119,647 5,098,037 11,675,680 7,088,606 * Includes trade settlement receivable for Morrison Securities Pty Ltd of $9,782,441 in 2019. Allowance for expected credit losses The ageing of the receivables and allowance for expected credit losses provided for above are as follows: Consolidated Not overdue 1 to 30 days overdue 31 to 60 days overdue Over 60 days overdue expected credit loss rate Carrying amount allowance for expected credit losses 2019 % 2018 % 2019 $ 2018 $ 2019 $ 2018 $ - 3.27% 12.21% 43.03% - - - 100.00% 10,909,150 7,088,606 437,146 117,087 422,807 - - 120,174 11,886,190 7,208,780 - 14,300 14,300 181,910 210,510 - - - 120,174 120,174 4 5 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 8. tRade and otheR ReCeivables (Continued) Movements in the allowance for expected credit losses are as follows: Opening balance Additional provisions recognised Closing balance note 9. ContRaCt assets and defeRRed Costs Current assets Contract assets - deferred costs Non-current assets Contract assets - deferred costs Consolidated 2019 $ 2018 $ 120,174 90,336 210,510 60,551 59,623 120,174 Consolidated 2019 $ 2018 $ 7,510,057 9,211,254 8,078,679 9,707,879 Contract assets - deferred costs relates to hedging costs. The costs are deferred due to recognition requirements where the revenue and cost is spread over the product life. Changes in contract assets and liabilities reflect both: (a) the release of deferred revenues and costs to the profit and loss through the performance of a contract; and (b) new receipts and prepayments for contracts that are yet to be performed. note 10. finanCial assets Current assets Investment in shares Reconciliation Reconciliation of the fair values at the beginning and end of the current and previous financial year are set out below: Opening fair value Net additions/(disposals) Revaluation decrements Contract assets - deferred costs Refer to note 20 for further information on fair value measurement. Ordinary shares are held in ASX listed companies and are actively traded. Consolidated 2019 $ 2018 $ 675,614 1,494,444 1,494,444 26,460 (307,447) (511,383) 1,644,259 (176,275) 675,614 1,494,444 4 6 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 11. deRivative finanCial instRuments Current assets Derivatives - financial assets Non-current assets Derivatives - financial assets Current liabilities Derivatives - financial liabilities Non-current liabilities Derivatives - financial liabilities Consolidated 2019 $ 2018 $ 5,042,611 13,924,686 13,719,935 17,438,251 (5,042,610) (13,924,686) (13,719,936) (17,438,251) Refer to note 19 for further information on financial instruments. Refer to note 20 for further information on fair value measurement. The Group is party to derivative financial instruments in the normal course of business in order to hedge exposure to fluctuations in the value of its investment products issued to the Group’s investors in accordance with the Group’s financial risk management policies (refer to Note 20). The Group enters into hedging instruments with financial institutions to hedge its exposure to fluctuations in the value of its investment and loan products. The hedging instruments are fair valued by financial institutions to reflect the market value of the hedged instruments. The hedge assets are selected so that the fair value of the hedged liabilities equates to the fair value of the hedged assets and loans. In this way the liabilities and assets are hedged and the risk associated with changes in market conditions has been neutralised. Information about the Group’s exposure to market risk, liquidity risk, and credit risk is disclosed in Note 19. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of derivative financial assets outlined above. Sequoia has an obligation to its clients to pay the value of the investment at expiry. The current asset amount and the non-current asset amount equals that of the investment obligation described as a current liability and a non-current liability. The carrying amount equals the amount of the investment obligation. The rise or fall offset each other. 4 7 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 12. intangibles Non-current assets Goodwill Less: Impairment Website - at cost Less: Accumulated amortisation Customer list - at cost Less: Accumulated amortisation Regulatory memberships and licences - at cost Other intangibles - at cost Less: Accumulated amortisation Consolidated 2019 $ 2018 $ 11,304,708 11,304,708 (530,832) - 10,773,876 11,304,708 60,831 (52,951) 7,880 74,262 (66,066) 8,196 5,872,704 5,872,704 (508,306) (426,422) 5,364,398 5,446,282 3,845,121 3,849,539 713,978 (83,781) 630,197 713,978 - 713,978 20,621,472 21,322,703 Reconciliations Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below: Consolidated goodwill $ website $ Customer list $ Regulatory memberships and licences $ other intangibles $ total $ Balance at 1 July 2017 8,607,296 Additions - 17,290 2,150 58,980 35,556 - 8,719,122 - - 713,978 716,128 Additions through business combinations 2,697,412 - 5,459,232 3,814,206 Amortisation expense - (11,244) (71,930) (223) - - 11,970,850 (83,397) Balance at 30 June 2018 11,304,708 Additions Disposals - - Impairment of assets (530,832) 8,196 4,877 - - 5,446,282 3,849,539 713,978 21,322,703 - - - - (4,418) - - - - - 4,877 (4,418) (530,832) (83,781) (170,858) Amortisation expense - (5,193) (81,884) Balance at 30 June 2019 10,773,876 7,880 5,364,398 3,845,121 630,197 20,621,472 4 8 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 12. intangibles (Continued) Impairment testing Goodwill acquired through business combinations has been allocated to the following cash generating units: Cash generating units (‘CGus’): Sequoia Wealth Group Sequoia Professional Services Group Sequoia Equity Markets Group Sequoia Direct Investment Group Consolidated 2019 $ 2018 $ 674,686 674,686 4,386,020 4,386,020 5,162,392 5,162,392 550,778 1,081,610 10,773,876 11,304,708 The recoverable amount of the Group’s goodwill has been determined by a value-in-use calculation using a discounted cash flow model, based on a 12-month projection period approved by management and extrapolated for a further 4 years by using key assumptions. Key assumptions are those to which the recoverable amount of an asset or cash-generating units is most sensitive. The following key assumptions were used in the discounted cash flow model in relation to the goodwill associated to various cash generating units: key assumptions Sequoia Wealth Group Sequoia Professional Services Group Sequoia Equity Markets Group Sequoia Direct Investment Group Revenue growth rate % Cost of sales growth rate % pre-tax discount rate % 3.0% 3.0% 3.0% 3.0% 2.5% 2.5% 2.5% 2.5% 15.0% 15.0% 15.0% 15.0% Based on the value-in-use calculations the goodwill for the Sequoia Direct Investment Group was below recoverable amount and was impaired by $530,832 during the financial year ended 30 June 2019. The goodwill is considered to be sensitive to these assumptions and is carried in the statement of financial position at a written-down value. Sensitivity The directors have made judgements and estimates in respect of impairment testing of goodwill. Should these judgements and estimates not occur the resulting goodwill carrying amount may decrease. The sensitivities are as follows: (a) Revenue growth would need to decrease by 0.5% before goodwill would need to be impaired, with all other assumptions remaining constant. (b) The discount rate would be required to increase by 2% before goodwill would need to be impaired, with all other assumptions remaining constant. Management believes that other reasonable changes in the key assumptions on which the recoverable amount of goodwill is based would not cause the cash-generating unit’s carrying amount to exceed its recoverable amount. If there are any negative changes in the key assumptions on which the recoverable amount of goodwill is based, this would result in a further impairment charge for goodwill. 4 9 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 13. tRade and otheR payables Current liabilities Trade payables Accrued expenses Client trading and security bond Other payables Refer to note 19 for further information on financial instruments. note 14. ContRaCt liabilities and defeRRed Revenue Current liabilities Contract liabilities - deferred revenue Non-current liabilities Contract liabilities - deferred revenue Consolidated 2019 $ 2018 $ 10,990,779 8,099,325 3,391,747 4,831,966 1,169,000 - - 741,863 15,551,526 13,673,154 Consolidated 2019 $ 2018 $ 10,585,148 11,748,491 11,394,362 13,646,018 Contract liabilities - deferred revenue relate primarily to structured product revenues. The revenue is deferred due to recognition requirements where the revenue and cost are spread over the product life. Changes in contract assets and liabilities reflect both: (a) the release of deferred revenues and costs to the profit and loss through the performance of a contract; and (b) new receipts and prepayments for contracts that are yet to be performed. 5 0 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 15. boRRowings Current liabilities Bank loans Capital finance Other loans Convertible notes payable Lease liability Non-current liabilities Bank loans Consolidated 2019 $ 2018 $ 785,225 400,000 100 200,000 46,333 364,008 5,823,038 3,273 400,000 90,398 1,431,658 6,680,717 - 719,506 Refer to note 19 for further information on financial instruments. Interest on borrowings is payable at rates between 4% and 12%. Bank loans Included in bank loans is an amount of $785,225 that is repayable after more than 12 months from the reporting date. However, due to a technical breach of the bank covenants (Earnings before interest and taxation covenant) the loan has been classified as current in accordance with the accounting standards. Capital finance During the financial year to 30 June 2019, the Group settled its capital finance from share issue proceeds and working capital. Convertible notes payable Convertible notes payable comprised a number of convertible loans to the value of $200,000 (2018: $400,000). Interest is payable at a rate of 7 (2018: 7) percent per annum. Total secured liabilities The total secured liabilities are as follows: Bank loans Lease liability Consolidated 2019 $ 2018 $ 785,225 1,083,514 46,333 90,398 831,558 1,173,912 Assets pledged as security The bank loans are secured by first mortgages over all assets. The lease liabilities are effectively secured as the rights to the leased assets, recognised in the statement of financial position, revert to the lessor in the event of default. 5 1 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 15. boRRowings (Continued) Financing arrangements unrestricted access was available at the reporting date to the following lines of credit: Total facilities Bank loans used at the reporting date Bank loans unused at the reporting date Bank loans note 16. issued Capital Consolidated 2019 $ 2018 $ 861,063 971,172 785,225 877,906 75,838 93,266 Ordinary shares - fully paid 119,009,824 102,805,456 48,025,034 42,788,182 Movements in ordinary share capital Consolidated 2019 shares 2018 shares 2019 $ 2018 $ Balance Issue of shares Issue of shares Issue of shares details date shares issue price $ 1 July 2017 48,798,706 26,724,112 4 September 2017 3,394,750 $0.320 1,086,320 15 September 2017 5,583,750 $0.320 1,786,800 Issue of shares on acquisition of Morrison Securities Pty Ltd 18 September 2017 1,562,500 Issue of shares 25 September 2017 187,500 18 September 2017 501,250 $0.320 $0.360 $0.320 160,400 562,500 60,000 Issue of shares on acquisition of Interprac Ltd 1 December 2017 42,777,000 $0.290 12,405,330 Share issue transaction costs Balance Issue of shares 30 June 2018 102,805,456 42,788,182 24 July 2018 15,151,515 $0.330 5,000,000 2,720 Issue of shares on Dividend Reinvestment Plan 25 October 2018 940,353 $0.323 303,475 Issue of shares on exercise of performance rights under the Long Term Incentive Plan Share issue transaction costs 19 February 2019 112,500 $0.260 29,250 Balance 30 June 2019 119,009,824 (95,873) 48,025,034 5 2 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 16. issued Capital (Continued) Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. Share buy-back There is no current on-market share buy-back. Capital risk management The Group’s objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current Company’s share price at the time of the investment. The Group is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies. The Group is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year. The capital risk management policy remains unchanged from the 2018 Annual Report. note 17. ReseRves Financial assets at fair value through other comprehensive income reserve Share-based payments reserve Consolidated 2019 $ 2018 $ 430,308 149,400 587,481 229,418 579,708 816,899 Financial assets at fair value through other comprehensive income reserve The reserve is used to recognise increments and decrements in the fair value of financial assets at fair value through other comprehensive income. 5 3 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 18. dividends Dividends Dividends paid during the financial year were as follows: Consolidated 2019 $ 2018 $ Final dividend for the year ended 30 June 2018 of 0.5 cents per ordinary share* 589,777 - * The dividend comprised of a cash dividend paid of $286,302 and dividend reinvestment allotment of $303,475, that occurred during the year ended 30 June 2019. Franking credits Consolidated 2019 $ 2018 $ Franking credits available for subsequent financial years based on a tax rate of 30% 6,160,369 3,238,375 The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: • franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date • franking debits that will arise from the payment of dividends recognised as a liability at the reporting date • franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date note 19. finanCial instRuments Financial risk management objectives The Group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable, derivative assets and liabilities, convertible notes and loans receivable and payable. This note provides details of the Group’s financial risk management objectives and policies and describes the methods used by management to control risk. In addition, this note includes a discussion of the extent to which financial instruments are used, the associated risks and the business purpose served. One of the Group’s main activities is to issue investments to its product holders which provide returns based on the performance of an underlying reference asset, typically a single index or a single listed equity. Different underlying reference assets, with varying features are issued in separate series. The series are exposed to securities listed on global or local exchanges. The products issued to the product holders have a maturity of between 18 months and 48 months from the date of issue. On maturity, if the investment has performed sufficiently, the product holder has the option to contribute in cash the notional value of the investment on issue date to receive a delivery asset (a liquid security on the ASX) equal to the value of the underlying reference asset or the value in cash of the financial liability. The Group enters into a financial instrument with an investment bank, which hedges each series that is offered to its product holders. The Group ensures that the notional exposure across all its products are covered via the arrangement, and as such mitigates its risk in this fashion. 5 4 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 19. finanCial instRuments (Continued) The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk), credit risk and liquidity risk. The Board of Directors monitor and manage financial risk exposures of the Group. The Board of Directors monitors the Group’s financial risk management policies and exposures and approves financial transactions within the scope of its authority. It also reviews the effectiveness of internal controls relating to financing risk and interest rate risk. financial assets Cash and cash equivalents Trade and other receivables Derivative assets Financial assets Total financial assets financial liabilities Trade and other payables Derivative liabilities Bank loans and capital finance Convertible notes Other loans Total financial liabilities Consolidated 2019 $ 2018 $ 18,852,029 19,031,987 11,675,680 7,088,606 18,762,546 31,362,937 715,614 3,439,090 50,005,869 60,922,620 13,680,088 13,673,154 18,762,546 31,362,937 831,558 200,000 400,100 6,906,552 400,000 3,273 33,874,292 52,345,916 Market risk Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates will affect the Group’s income or value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. The Group issues a structured product to the product holder that is hedged with the financial instrument that it purchases from an investment bank. The details of the financial instruments are such that the future cash flows from the financial assets offset the cash flows needed to settle the financial liabilities. The Group uses this arrangement to mitigate the market risks below, except for credit risk. Price risk Price risk arises from changes in underlying investments designated in the financial instruments held by the Group for which values in the future are uncertain. The Group mitigates the above price risk by ensuring that price risk in the financial instruments is offset with one another. The difference in fair value between the financial asset and liability held through profit and loss is as a result of the premium associated with the financial liability arising from being issued in the retail market. The Group does not monitor the price risk associated with the premium, as price risk would only result if the Group were to transfer the liability, and since the Group has no intention of transferring the financial liability, no disclosures regarding the sensitivity to price risk have been made. The Group is, therefore, not exposed to any significant price risk. 5 5 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 19. finanCial instRuments (Continued) Interest rate risk Interest rate risk is the risk that the value of the Group’s financial instruments will fluctuate due to changes in market interest rates. The Group’s cash and cash equivalents are exposed to interest rate risk, however the Directors of the Group manage financial instruments to ensure that interest rate risk remains hedged and is therefore offsetting. The Group is also exposed to interest rate risk arising from long-term borrowings. Borrowings obtained at variable rates expose the Group to interest rate risk. Borrowings obtained at fixed rates expose the Group to fair value interest rate risk. The Group is not exposed to any significant interest rate risk. Credit risk The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available. Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible, that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing receivables for impairment. Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year. Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating, or in entities that the Board of Directors has otherwise cleared as being financially sound. Where the Group is unable to ascertain a satisfactory credit risk profile in relation to a customer or counterparty, the risk may be further managed by obtaining security by way of personal or commercial guarantees over assets of sufficient value which can be claimed against in the event of any default. The financial products issued by Sequoia Specialist Investments Pty Ltd (‘Issuer’) are secured obligations of the Issuer. Investors are granted a charge which is held on trust by the security trustee. If the Issuer fails to (i) make a payment or delivery on its due date; or (ii) meet any other obligation and in the Security Trustee’s opinion, the failure is materially adverse to the investors and cannot be remedied (or has not been remedied within 5 business days of written notice), the Security Trustee may enforce the charge. In this case the investors are unsecured creditors of the provider of the hedge assets. Investors’ rights of recourse against 5 6 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 19. finanCial instRuments (Continued) the Issuer on a default are limited to the assets subject to the charge. This structure has the effect of passing through the credit rating of the provider of the hedge asset and protecting different financial product series from cross-liability issues (other than on an insolvency of either the Issuer or the provider of the hedge asset). The Issuer will only deal with an investment-grade (or better) bank or a subsidiary of an investment-grade (or better) bank. Investments grades are a rating or indicator of particular debt obligations which have a reasonably low risk of default. Various rating agencies rate an investment bank’s creditworthiness. Different rating firms use different designations. Sequoia Specialist Investments Pty Ltd hedge providers are considered “investment grade” and the credit worthiness of our investment bank hedge contracts providers are between high credit quality (‘AAA’ and ‘AA’ ) and medium credit quality (‘A’ and ‘BBB’). Therefore, the risk of default of the selected hedge providers are considered low. In addition, if the investment bank were to unexpectedly default the resulting financial risk would be ultimately borne by the end investor, due to the pass through of the credit risk of the hedge provider to the end investor. The following tables detail the Group’s potential exposure, should the counterparties be unable to meet their obligations: 2019 Derivative liabilities 2018 Derivative assets fair value $ notional value $ 18,762,546 289,458,434 fair value $ notional value $ 31,362,937 253,865,633 Liquidity risk Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities. Remaining contractual maturities The following tables detail the Group’s maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. 5 7 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 19. finanCial instRuments (Continued) Consolidated - 2019 non-derivatives Non-interest bearing Trade payables Client trading and security bond Interest-bearing - variable Bank loans Other loans Interest-bearing - fixed rate Convertible notes payable Total non-derivatives derivatives Value hedges, net settled Total derivatives Consolidated - 2018 non-derivatives Non-interest bearing Trade payables Other payables Interest-bearing - variable Bank loans Other loans Interest-bearing - fixed rate Capital finance Convertible notes payable Total non-derivatives derivatives Value hedges, net settled Total derivatives 1 year or less $ between 1 and 5 years $ Remaining contractual maturities $ 10,990,779 1,169,000 831,558 400,100 200,000 13,591,437 - - - - - - 10,990,779 1,169,000 831,558 400,100 200,000 13,591,437 5,042,610 13,719,936 18,762,546 5,042,610 13,719,936 18,762,546 1 year or less $ between 1 and 5 years $ Remaining contractual maturities $ 8,099,325 741,863 - - 8,099,325 741,863 364,008 719,506 1,083,514 3,273 5,823,038 400,000 - - - 3,273 5,823,038 400,000 15,431,507 719,506 16,151,013 13,924,686 17,438,251 31,362,937 13,924,686 17,438,251 31,362,937 The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. 5 8 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 20. faiR value measuRement Fair value hierarchy The following tables detail the Group’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly Level 3: unobservable inputs for the asset or liability Consolidated - 2019 Assets Listed ordinary shares unlisted ordinary shares Derivative financial instruments Total assets Liabilities Derivative financial instruments Total liabilities Consolidated - 2018 Assets Listed ordinary shares unlisted ordinary shares Derivative financial instruments Total assets Liabilities Derivative financial instruments Total liabilities level 1 $ level 2 $ level 3 $ total $ 675,614 - - - - - 675,614 40,000 40,000 18,762,546 - 18,762,546 675,614 18,762,546 40,000 19,478,160 - - 18,762,546 18,762,546 level 1 $ level 2 $ level 3 $ 1,494,444 - - - - 18,762,546 18,762,546 total $ 1,494,444 - - 1,818,850 125,796 1,944,646 31,362,937 - 31,362,937 1,494,444 33,181,787 125,796 34,802,027 - - 31,362,937 31,362,937 - - 31,362,937 31,362,937 There were no transfers between levels during the financial year. Convertible notes are held at amortised cost so are excluded from the fair value tables above. The carrying amounts of trade and other receivables, trade and other payables and other financial liabilities approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities. Valuation techniques for fair value measurements categorised within level 2 and level 3 Financial instruments that are not traded in an active market are determined using valuation techniques. These valuation techniques maximise the use of observable market data where it is 5 9 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 20. faiR value measuRement (Continued) available and relies as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. unquoted investments have been valued using prices evident in recent third party transactions. The valuation process is managed by the Chief Operating Decision Makers (‘CODM’) of the Group who perform and validate valuations of non-property assets required for financial reporting purposes (including level 3 fair values). Discussion on valuation processes and outcomes are held between the CODM, CFO and audit committee every six months. Level 3 assets and liabilities Movements in level 3 assets and liabilities during the current and previous financial year are set out below: Consolidated Balance at 1 July 2017 Additions Balance at 30 June 2018 Disposals Balance at 30 June 2019 unlisted ordinary shares $ - 125,796 125,796 (85,796) 40,000 note 21. key management peRsonnel disClosuRes Compensation The aggregate compensation made to directors and other members of key management personnel of the Group is set out below: Short-term employee benefits Post-employment benefits Share-based payments Consolidated 2019 $ 2018 $ 1,003,667 994,227 54,458 8,775 69,453 32,867 1,066,900 1,096,547 6 0 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 22. RemuneRation of auditoRs During the financial year the following fees were paid or payable for services provided by William Buck, the auditor of the Company: Audit services - William Buck Audit or review of the financial statements Other services - William Buck Tax services Other services Consolidated 2019 $ 2018 $ 154,410 149,250 81,627 23,118 104,745 259,155 27,850 21,938 49,788 199,038 note 23. Contingent liabilities The Group has given a bank guarantee as at 30 June 2019 of $677,238 (2018: $764,938) in relation to rental bonds. note 24. Commitments Commitments - operating Committed at the reporting date but not recognised as liabilities, payable: Within one year One to five years More than five years Consolidated 2019 $ 2018 $ 1,197,904 902,650 2,626,464 3,314,707 - 306,141 3,824,368 4,523,498 Operating lease commitments includes contracted amounts for the Group’s Melbourne and Sydney premises, insurance commitments and leased technology equipment under non-cancellable operating leases. The property leases are payable monthly in advance and have contingent rental provisions within the lease agreement which require that minimum lease payments shall be increased by 4% per annum with options to extend for between 2.7 years and 3 years. The Group has two five-year operational lease for printers, leased at a flat-rate and expiring in February 2024. note 25. Related paRty tRansaCtions Parent entity Sequoia Financial Group Limited is the parent entity. Subsidiaries Interests in subsidiaries are set out in note 27. 6 1 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 25. Related paRty tRansaCtions (Continued) Key management personnel Disclosures relating to key management personnel are set out in note 21 and the remuneration report included in the directors’ report. Transactions with related parties The following transactions occurred with related parties: Other transactions: Loan to Director, Garry Crole Consolidated 2019 $ 2018 $ - 10,056 Terms and conditions All transactions were made on normal commercial terms and conditions and at market rates. note 26. paRent entity infoRmation Set out below is the supplementary information about the parent entity. Statement of profit or loss and other comprehensive income Profit/(loss) after income tax Total comprehensive income Statement of financial position Total current assets Total assets Total current liabilities Total liabilities Equity Issued capital Financial assets at fair value through other comprehensive income reserve Share-based payments reserve Accumulated losses Total equity parent 2019 $ 2018 $ 292,688 (370,481) 292,688 (370,481) parent 2019 $ 2018 $ 165,317 41,194 33,914,269 36,266,384 3,115,729 8,157,640 5,065,803 11,819,692 83,958,163 78,691,011 46,070 149,400 - 229,418 (55,305,167) (54,473,737) 28,848,466 24,446,692 6 2 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 26. paRent entity infoRmation (Continued) Guarantees entered into by the parent entity in relation to the debts of its subsidiaries The parent entity has guaranteed the bank loan by a general security arrangement over existing and future assets and undertakings in the case of default by Sequoia Superannuation Pty Ltd and Sequoia Asset Management Pty Ltd at 30 June 2019 and 30 June 2018. Contingent liabilities The parent entity had no contingent liabilities as at 30 June 2019 and 30 June 2018. Capital commitments - Property, plant and equipment The parent entity had no capital commitments for property, plant and equipment as at 30 June 2019 and 30 June 2018. Significant accounting policies The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following: • Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity. • Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment. note 27. inteRests in subsidiaRies The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries with non-controlling interests in accordance with the accounting policy described in note 2: name Sequoia Financial Group Limited Sequoia Group Holdings Pty Ltd Sequoia Financial Australia Ltd Sequoia Wealth Group Pty Ltd My Own Super Fund Pty Ltd Bourse Data Pty Ltd The Cube Financial Group Ltd D2MX Pty Ltd**** Trader Dealer Online Pty Ltd MDSnews.com Pty Ltd Interprac Pty Ltd Sequoia Direct Pty Ltd Finance TV Pty Ltd Morrison Securities Pty Ltd Sequoia Superannuation Pty Ltd Sequoia Specialist Investments Pty Ltd Sequoia Asset Management Pty Ltd parent note principal place of business / Country of incorporation ownership interest 2019 % ownership interest 2018 % Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia (a) (a) (a) (a) (a) (a) (a) (a) (a) (b) (c) (c) (c) (c) (c) 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 6 3 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 27. inteRests in subsidiaRies (Continued) Sequoia Lending Pty Ltd Sequoia Funds Management Pty Ltd Sequoia Investment Management Pty Ltd Sequoia Brisbane Pty Ltd Acacia Administrative Services Pty Ltd* Sequoia Nominees No 1, Pty Ltd Sequoia Wealth Management Pty Ltd Sequoia Corporate Finance Pty Ltd Centreboard Super Pty Ltd ** Property Engine Pty Ltd Investor1st Pty Ltd Investorfirst Pty Ltd InterPrac Financial Planning Pty Ltd*** Sage Capital Group Pty Ltd Interprac Securities Pty Ltd Interprac General Insurance Pty Ltd InterPrac Mortgage Management Pty Ltd InterPrac Finance Services Pty Ltd SMSF Engine Pty Ltd (c) (c) (c) (c) (c) (d) (e) (e) Australia Australia Australia Australia Australia Australia Australia Australia 100.00% 100.00% 100.00% 100.00% 100.00% - 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% (c) (f) Australia 100.00% 100.00% (f) (f) (f) (f) (f) (f) (f) (f) (f) (f) Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% (a) Subsidiary of Sequoia Financial Group Limited (b) Subsidiary of MDSnews.com Pty Ltd (c) Subsidiary of Sequoia Group Holdings Pty Ltd (d) Subsidiary of Sequoia Specialist Investments Pty Ltd (e) Subsidiary of Sequoia Wealth Group Pty Ltd (f) Subsidiary of Interprac Pty Ltd * Acacia Administrative Services Pty Ltd acts as a service entity for the Group with all employees engaged under this entity. ** 50% owned by Sequoia Group Holdings Pty Ltd and 50% owned by Interprac Pty Ltd. *** 50% owned by Interprac Pty Ltd and 50% owned by Sage Capital Group Pty Ltd. **** D2MX Pty Ltd was sold on 1 January 2019. 6 4 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 28. Cash flow infoRmation Reconciliation of profit/(loss) after income tax to net cash from operating activities Profit/(loss) after income tax (expense)/benefit for the year (1,001,368) 2,369,718 Consolidated 2019 $ 2018 $ Adjustments for: Depreciation and amortisation Impairment of non-current assets Impairment of investments Net loss on disposal of non-current assets Share-based payments Non-cash expenses Change in operating assets and liabilities: Increase in trade and other receivables Decrease in contract assets and deferred costs Decrease/(increase) in inventories Decrease/(increase) in deferred tax assets Decrease/(increase) in other operating assets Increase in trade and other payables Decrease in contract liabilities and deferred revenue Increase in provision for income tax Increase/(decrease) in deferred tax liabilities Increase/(decrease) in employee benefits Increase/(decrease) in other provisions Increase in other operating liabilities 1,563,159 473,888 530,832 37,500 - (80,018) - 222 - 1,705 119,034 2,720 (4,587,074) (4,497,549) 3,330,397 - 12,161 (18,547) 619,853 (2,629,916) 2,253,235 (1,018,697) 1,878,372 3,106,248 (3,414,999) - 319,461 589,910 (1,213,313) 1,604,150 (42,797) (19,019) 234,406 643,582 - 7,890,509 Net cash from operating activities 186,382 8,871,383 Changes in liabilities arising from financing activities Consolidated bank loans $ Capital finance $ other loans $ Convertible notes $ lease liability $ total $ Balance at 1 July 2017 986,688 14,487 - 700,000 - 1,701,175 Net cash from/(used in) financing activities 96,826 5,808,551 3,273 (300,000) 90,398 5,699,048 Balance at 30 June 2018 1,083,514 5,823,038 3,273 400,000 90,398 7,400,223 Net cash from/(used in) financing activities (251,956) (5,823,038) 396,827 (200,000) (90,398) (5,968,565) Balance at 30 June 2019 831,558 - 400,100 200,000 - 1,431,658 6 5 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 note 29. eaRnings peR shaRe Profit/(loss) after income tax Non-controlling interest Profit/(loss) after income tax attributable to the owners of Sequoia Financial Group Limited Weighted average number of ordinary shares used in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Options over ordinary shares Performance rights Consolidated 30 jun 2019 $ 30 jun 2018 $ (1,001,368) 2,369,718 - (58,733) (1,001,368) 2,310,985 number number 117,643,751 82,523,837 - - 3,500,000 340,000 Weighted average number of ordinary shares used in calculating diluted earnings per share 117,643,751 86,363,837 Basic earnings per share Diluted earnings per share Cents Cents (0.851) (0.851) 2.800 2.676 705,000 performance rights have been excluded from the above calculation for the year ended 30 June 2019 as their inclusion would be anti-dilutive. note 30. events afteR the RepoRting peRiod On 7 August 2019, the Company announced the acquisition of Libertas Financial Planning Pty Ltd (‘Libertas’). Libertas is a successful financial advice dealer group with approximately 70 authorised representatives. The acquisition provides Sequoia with further scale in the advice marketplace and based on the latest Money Management dealer group survey makes Sequoia one of the largest non- bank owned financial adviser groups in the country. As part of the consideration the Company will issue 1,500,000 fully paid ordinary shares at 20 cents per share to the seller. $1,000,000 cash will be paid upfront with an additional cash payment in 12 months capped at $1,000,000 subject to revenue and earnings targets being achieved. At this stage, it is not practicable to disclose the other details of the acquisition given its timing relative to the issue of the financial statements. No other matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years. 6 6 Notes to the consolidated financial statementsSequoia Financial Group limited ANNuAl RepoRt — 30 JuNe 2019 Directors’ declaration In the directors’ opinion: • the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; • the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements; • the attached financial statements and notes give a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance for the financial year ended on that date; and • there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. The directors have been given the declarations required by section 295A of the Corporations Act 2001. Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001. On behalf of the directors John Larsen Chairman 19 August 2019 Melbourne 6 7 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Independent auditor’s report to the members of Sequoia Financial Group Limited 6 8 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Independent auditor’s report to the members of Sequoia Financial Group Limited 6 9 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Independent auditor’s report to the members of Sequoia Financial Group Limited 7 0 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Independent auditor’s report to the members of Sequoia Financial Group Limited 7 1 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Independent auditor’s report to the members of Sequoia Financial Group Limited 7 2 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Sharehholder information The shareholder information set out below was applicable as at 12 August 2019. distribution of equitable securities Analysis of number of equitable security holders by size of holding: 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 100,001 and over Holding less than a marketable parcel number of holders of ordinary shares 157 59 26 117 102 461 - equity security holders Twenty largest quoted equity security holders The names of the twenty largest security holders of quoted equity securities are listed below: ordinary shares SARGON CAPITAL PTY LTD uNRANDOM PTY LTD (uNRANDOM A/C) MR GARRY PETER CROLE BEETON ENTERPRISES PTY LTD (THE SCOTT & SALLY BEETON A/C) COJONES PTY LTD (THE JONES FAMILY TRuST NO 2) NATIONAL NOMINEES LIMITED TOCLO INVESTMENTS PTY LTD (THE TLC INVESTMENT TRuST) PAMELA BEETON INVESTMENTS PTY LTD MR PETER STIRLING + MRS ROS STIRLING RuFFY STEEDEN LEGACY PTY LTD (RuFFY STEEDEN LEGACY SuPERANNuATION FuND) MR ANTHONY CHRISTOPHER JONES TIBARRuM PTY LTD (PAuL ROBINSON FAM S/F A/C) J P MORGAN NOMINEES AuSTRALIA PTY LIMITED VONETTA PTY LTD (TRBC S/F A/C) WATERLINE PROPERTIES PTY LTD (MuRNANE FAMILY A/C) GROMORE INVESTMENT HOLDINGS PTY LTD COJONES PTY LTD (JONES FAMILY NO 2 A/C) TIBARRuM PTY LTD (PAuL ROBINSON FAM S/F A/C) MR ROGER C COTTON + MRS JuNE COTTON DS VENTuRES PTY LTD number held 23,032,816 10,461,500 10,026,470 8,253,068 6,394,052 3,930,722 3,433,381 2,586,063 2,237,500 1,886,500 1,492,773 1,251,093 1,248,128 1,193,238 1,151,500 1,110,000 1,063,288 1,038,907 1,016,000 984,143 % of total shares issued 19.32 8.78 8.41 6.92 5.36 3.30 2.88 2.17 1.88 1.58 1.25 1.05 1.05 1.00 0.97 0.93 0.89 0.87 0.85 0.83 83,791,142 70.29 7 3 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Sharehholder information Unquoted equity securities Performance rights substantial holders Substantial holders in the Company are set out below: SARGON CAPITAL PTY LTD uNRANDOM PTY LTD (uNRANDOM A/C) MR GARRY PETER CROLE BEETON ENTERPRISES PTY LTD (THE SCOTT & SALLY BEETON A/C) COJONES PTY LTD (THE JONES FAMILY TRuST NO 2) voting rights The voting rights attached to ordinary shares are set out below: number on issue number of holders 705,000 18 ordinary shares number held % of total shares issued 23,032,816 10,461,500 10,026,470 8,253,068 6,394,052 19.32 8.78 8.41 6.92 5.36 Ordinary shares On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. There are no other classes of equity securities. Restricted securities There are no restricted securities on issue. 7 4 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Directors Corporate directory Garry Crole John Larsen Kevin Pattison Charles Sweeney Company secretary Hasaka Martin Registered office Level 7 7 Macquarie Place Sydney NSW 2000 Telephone: + 61 2 8114 2222 Facsimile: + 61 2 8114 2200 Share register Registry Direct Auditor Level 6 2 Russell Street Melbourne VIC 2000 Telephone: 1300 556 635 Facsimile: +61 3 9111 5652 William Buck Level 20 181 William Street Melbourne VIC 3000 Bankers National Australia Bank 330 Collins Street Melbourne VIC 3000 Westpac Australia Bank Royal Exchange, Cnr Pitt & Bridge Streets Sydney NSW 2000 Maldon & District Community Bank® Branch of Bendigo Bank 81 High Street Maldon VIC 3463 Commonwealth Bank of Australia Level 20, Tower 1 Collins Square 727 Collins Street Melbourne VIC 3008 7 5 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019 Corporate directory Stock exchange listing Sequoia Financial Group Limited shares are listed on the Australian Securities Exchange (ASX code: SEQ) Website www.sequoia.com.au Corporate Governance Statement The Board of Directors of Sequoia Financial Group Limited is committed to maintaining high standards of Corporate Governance. This Corporate Governance Statement discloses the extent to which the Company has followed the 4th Edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (‘ASX Principles and Recommendations’). The Corporate Governance Statement adopted by the Board can be found in the Company’s Corporate Governance section: www.sequoia.com.au/about-sequoia/corporate-governance/ 7 6 Sequoia Financial Group limited AnnuAl RepoRt — 30 June 2019