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VERBREC LIMITED Board/Management Information 2014

May 11, 2014

65992_rns_2014-05-11_f4b3fad3-9368-40fd-a8e7-8652d1a70088.pdf

Board/Management Information

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ASX Announcement 12 May 2014

LogiCamms Strategy Update and Management Transition

Professional engineering and consulting services company, LogiCamms Limited (ASX: LCM) announces a program of strategic initiatives and Board and Management changes to accelerate the Company’s growth strategy. Consistent with the strategic review announced to the market on 16 April, the specific strategic initiatives announced today are aimed at re-setting the cost base to be competitive, increasing revenue over the longer term, and to deliver improved margins and returns to shareholders into FY15.

  • Significant and sustainable reduction in overhead costs

  • Cost savings estimated at $7.0 million per annum pre-tax in FY15, before additional costs of $2.0 million per annum related to strategic investment initiatives

  • Board and Management transition to support strategic initiatives

  • Steve Banning appointed as non-executive Director, from Chief Executive Officer and Managing Director

  • Matthew Adamo appointed as Chief Executive Officer and Managing Director, from Chief Financial Officer

  • Paul Bowker appointed to the role of Chief Financial Officer, from Group General Manager, Corporate Development and Governance

  • FY14 EBITDA expected to be in the order of $7.0 million taking into account one-off restructure costs in the order of $4.0m

  • FY14 EBITDA (excluding one-off restructure costs) consistent with the low end of previous guidance of $11.0 million - $13.0 million

  • Increasing investment in Asset Performance services and Hydrocarbons to capture significant market opportunity and accelerate growth

  • Strong balance sheet and net cash position with increased funding capacity

Current Operating Environment

Domestic industry signals are mixed with some operators/owners in preservation mode (coal), cost cutting mode (iron ore) and others in accelerate mode (brownfield gas). These signals reaffirm that the business strategy is on track. While LogiCamms continues to see a significant pipeline of opportunities, both capital and operational investment decisions have become more complex and continue to be deferred.

The Hydrocarbons market remains strong and Asset Performance services continue to present a significant market opportunity. LogiCamms has identified specific areas of investment to drive growth in each of these sectors.

Market conditions in Minerals, Metals and Infrastructure remain highly competitive. In resetting our cost base for the current and anticipated future environment, growth opportunities will be available.

Engineering Consultancy | Project Delivery | Asset Performance

LogiCamms Limited ASX:LCM ACN 127 897 689 www.logicamms.com.au

Share Registry Computershare Investor Services Tel. +61 3 9415 4000 www.investorcentre.com

Strategic Investment Program

LogiCamms will continue to invest in a number of growth initiatives to improve its market position and competitiveness, targeted at service development, capability expansion and innovation aligned with the Company’s strategic priorities:

  • Extending and packaging capabilities in oil and gas processing, pipelines and facilities

  • Reinforcing and expanding capabilities in core engineering competencies, including cementing our position as one of the largest control system integrators in Australia

  • Responsive and cost effective delivery of scaled EPC (Engineering, Procurement and Construction) projects

  • Deepening Asset Performance service offering, including Competency Training and Competency Assurance

  • Focused acquisition strategy seeking to expand capabilities and geographic presence, particularly in Hydrocarbons.

While there is an emphasis on Hydrocarbon markets, the strategic initiatives will also support the Company’s presence in Minerals, Metals and Infrastructure markets. A repositioned and cost competitive business within these markets will enable a sustainable business whilst retaining and developing core intellectual property and capability.

Committed to industry collaboration, LogiCamms also places significant emphasis on the development of partnerships and working together with owners, operators and organisations with complementary services.

To help deliver on our strategy and support anticipated growth, LogiCamms has taken the opportunity to extend its funding facility with National Australia Bank to $10.0 million, of which none is currently drawn. Together with a strong cash position, the extended facility provides LogiCamms with a further strengthened balance sheet.

Sustainable Reduction in Overhead Costs

In order to address current market conditions, LogiCamms has initiated a number of overhead cost saving programs and is streamlining all areas of its business to levels appropriate and sustainable for the current and anticipated future operating environment.

These initiatives are expected to result in one-off restructuring costs of approximately $4.0 million in FY14, including streamlining of management structures, reduction in staff numbers by approximately 5% and provision for what has become an onerous lease in Perth.

These initiatives are expected to drive a reduction in costs of more than $7.0 million per annum pre-tax in FY15 before additional ongoing costs associated with strategic growth initiatives of $2.0 million. These strategic growth initiatives aim to accelerate growth in Asset Performance services and Hydrocarbons.

FY14 Outlook

Taking into account the program outlined above and associated one off costs LogiCamms now expects to achieve EBITDA for FY14 in the order of $7.0 million.

Excluding one off restructuring costs of $4.0 million, forecast EBITDA for full year FY14 is consistent with the low end of previous guidance for EBITDA of $11.0 million to $13.0 million. Guidance with respect to forecast FY15 earnings is planned to be provided with release of the FY14 Financial Results in late August.

Engineering Consultancy | Project Delivery | Asset Performance

LogiCamms Limited ASX:LCM ACN 127 897 689 www.logicamms.com.au

Share Registry Computershare Investor Services Tel. +61 3 9415 4000 www.investorcentre.com

Board and Management Transition In order to support the strategic initiatives outlined above, the following Board and Management changes are being undertaken effective today:

  • Steve Banning will transition from Chief Executive Officer and Managing Director into the role of non-executive Director;

  • Matthew Adamo has been appointed as Chief Executive Officer and Managing Director, transferring from his previous role as Chief Financial Officer. Details of Matthew’s remuneration package are included as Annexure 1; and

  • Paul Bowker has been appointed to the role of Chief Financial Officer. Paul was previously Group General Manager, Corporate Development and Governance, a position he has held since 2011.

LogiCamms Chairman, Peter Watson said, “Recognising the commitment required to drive competitiveness and targeted investment in strategic initiatives, Steve and Matthew have been instrumental in developing this change program.”

“In three years at LogiCamms, Steve Banning has been instrumental in developing the long-term strategic plan that has seen the Company establish a substantial Asset Performance services offering and a significantly expanded presence in hydrocarbons markets. Steve’s transition to a non-executive Director role will contribute to the Board being more actively engaged in the ongoing development of strategy. I would also like to acknowledge and thank Steve for his substantial contribution to LogiCamms as Chief Executive Officer and Managing Director and I look forward to continuing to work with Steve.”

The Board has chosen Matthew Adamo as the right person to lead LogiCamms into the next growth phase. Peter Watson said, “With a depth of talent within the organisation I am pleased to be able to appoint a leader from within LogiCamms to the role of Managing Director. Matthew has a deep understanding and passion for our business and our strategy, coupled with a breadth of experience in Australia and internationally within engineering & professional service organisations. Matthew has played a leading role in defining our business purpose of enhancing value and performance of assets. He is the right person to build on this central platform to continue to drive the organisation.”

Steve Banning commented, “In making these changes we are establishing a leaner organisation more capable of achieving its strategic objectives. I look forward to playing an active role on the Board and supporting Matthew and his team to achieve the goals that we have set out”.

LogiCamms’ incoming Managing Director, Matthew Adamo said, “Each of the strategic initiatives announced today reinforces LogiCamms’ business purpose. The Company is driven to engineer improvements in asset productivity, reliability and availability. The strategic initiatives being implemented will ensure we are more strongly positioned for the current market environment and for sustainable growth over the longer term.”

  • Ends -

Further information Media enquiries Mr Matthew Adamo Mr Alasdair Jeffrey Managing Director Rowland Tel. +61 7 3058 7000 Tel. +61 7 3229 4499

About LogiCamms

LogiCamms is engineering breakthroughs in asset performance. Working with leading owners and operators of minerals and metals, hydrocarbons and infrastructure assets, the Company works to reduce costs, increase efficiencies, and enhance the value of customers’ operations. LogiCamms’ core business units include engineering consulting, project delivery, and asset performance services. The Company has offices across Australia and New Zealand and is registered in Brisbane, Queensland. In 2013 LogiCamms acquired ITL Engineering, an established New Plymouth based Company providing a range of design and build solutions primarily to the oil and gas industry. LogiCamms’ Vision is to be a market leader delivering outstanding customer solutions.

Engineering Consultancy | Project Delivery | Asset Performance

LogiCamms Limited ASX:LCM ACN 127 897 689 www.logicamms.com.au

Share Registry Computershare Investor Services Tel. +61 3 9415 4000 www.investorcentre.com

Annexure 1 – Details of Chief Executive Officer / Managing Director Contract and Remuneration

LogiCamms Limited discloses the following details in relation to Matthew Adamo’s contract and remuneration:

Effective Date and Term

Mr Adamo’s appointment date is 12 May 2014 and the contract continues on an ongoing basis with no fixed term.

Fixed Annual Remuneration

Mr Adamo is entitled to Fixed Annual Remuneration of $495,000 per annum inclusive of superannuation. The Fixed Annual Remuneration will be reviewed by the Board on an annual basis.

Short Term Incentive

Mr Adamo is entitled to participate in the Short Term Incentive Plan (“ STIP ”), which was approved by shareholders at the 2012 Annual General Meeting held on 8 November 2012. Mr Adamo is currently a participant in the STIP.

The maximum amount payable annually to Mr Adamo under the Short Term Incentive Plan is 50% of the Fixed Annual Remuneration. Award under the Short Term Incentive Plan is subject to assessment by the Board based on a series of financial and non-financial Key Performance Indicators.

Long Term Incentive

Mr Adamo is entitled to participate in the Long Term Incentive Plan (“ LTIP ”), which was approved by shareholders at the 2012 Annual General Meeting held on 8 November 2012. Mr Adamo is currently a participant in the LTIP, with performance rights and share appreciation rights issued under the 2012, 2013 and 2014 LTIP.

Mr Adamo’s future participation under the LTIP will be in accordance with the LTIP rules and any additional grant of performance rights or share appreciation rights will be subject to shareholder approval at the earlier of an extraordinary annual general meeting or the 2014 Annual General Meeting. The maximum amount payable annually to Mr Adamo under the LTIP is 50% of the Fixed Annual Remuneration.

Mr Adamo is also entitled to receive 250,000 Performance Rights, which are each convertible into one ordinary share. The Performance Rights vest and convert into ordinary shares in three equal tranches on the first, second and third anniversary of the Effective Date, subject to Mr Adamo being employed by LogiCamms as at the date of conversion. The Performance Rights will be issued subject to shareholder approval at the earlier of an extraordinary annual general meeting or the 2014 Annual General Meeting

Termination

Mr Adamo’s contract is capable of termination in the following circumstances:

  1. By either party on 6 months’ notice

  2. By the Company immediately in the event of serious breach, gross misconduct or in the event of illness or incapacitation

  3. By Mr Adamo on 2 weeks’ notice in the event of serious breach by the Company or material diminution in duties instigated by the Company

Engineering | Project Delivery | Asset Management Page 4

LogiCamms Limited ASX:LCM ACN 127 897 689 www.logicamms.com.au

Share Registry Computershare Investor Services Tel. +61 3 9415 4000 www.investorcentre.com