VERIS LIMITED — AGM Information 2010

Nov 22, 2010

2 0 1 0 A N N U A L G E N E R A L M E E T I N G

Tuesday, 23 November 2010

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CHAIRMAN’S ADDRESS

The financial year 2009/2010 was for your Company, in some respects, an “annus horribilus” (to coin the phraseology of Her Majesty from a prior occasion), and in other respects a year of constructive transformation.

Notwithstanding all the positive developments during the year, which I will allude to later, the Group was affected by delayed GFC impacts and the continuing uncertain global outlook, at least until early 2010. Client project deferrals and an extremely competitive/price sensitive marketplace, resulted in revenue constraints and downward pressure on margins.

We took no joy in reporting to you, our shareholders, a net loss of $1.7m for the year that was.

But despite this outcome for the last financial year, we take heart for the future with early but strong signs of turnaround now being evident, which signs, combined with our continuing strategic approach, we believe will underpin shareholder value for the future.

Certainly since July 2010 there is a strong sense of business and revenue growth across the entire Group, both Emerson Stewart Consulting and Whelans, which I will leave for Dario to speak to more fully.

The integration of Whelans has been successfully completed, with benefits beginning to be realised through cross selling and cost savings associated with sharing of business support across a wider revenue base.

Drawing upon the positions, last year the Group:

• grew from 40 to 170 employees;

• diversified its service offering from 3 to 6 business lines;

• expanded the revenue base by a notional 140% on an annualised basis;

• expanded geographic coverage to include Western Australian regional offices in growth centres;

• increased its client base from around 40 to 240;

• diversified revenue streams across more market segments.

The Group offering now includes environmental, surveying, spatial consulting, town planning, engineering, project delivery and specialist consulting services to a substantial client base across all sectors.

We believe the Group now has the organisational infrastructure and depth of offering to provide a sound foundation for future growth, and grow we will.

COPYRIGHT EMERSON STEWART

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2 0 1 0 A N N U A L G E N E R A L M E E T I N G

Tuesday, 23 November 2010

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On behalf of the Board of directors and executive management, I thank the entire ESW/Whelans team for their efforts during a testing year and also take this opportunity to thank you our shareholders, for your continued patience, faith and support in the ultimate success of your investment – I assure you of our committed endeavours, and look forward to delivering you strong results and creating real sustainable value for your investment over this coming period.

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Steven Cole

C H A I R M A N

2 3 N O V E M B E R 2 0 1 0

COPYRIGHT EMERSON STEWART

RELEASE 1.0

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Group CEO Presentation AGM 23 November 2010

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PERTH MT HAWTHORN

KARRATHA

BROOME

KALGOORLIE KUNUNURRA

disclaimer

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This presentation has been prepared by Emerson Stewart Group Limited (“Emerson Stewart”). Though Emerson Stewart believes it to be reliable as at the date of this document, they make no representation or warranty as to the accuracy, reliability or completeness of information in this presentation or for updating any information or correcting any error or omission which may become apparent after the presentation has been issued. To the extent permitted by law, Emerson Stewart and its officers , employees , related bodies corporate and agents ( “ Agents ” ) disclaim all liability , direct , indirect or consequential (and whether or not arising out of the negligence, default or lack of care of Emerson Stewart and/or any of its Agents) for any loss or damage suffered by a Recipient, a purchaser or other persons arising out of, or in connection with, any use or reliance on this presentation or information provided in connection with it. The Recipient agrees that it shall not seek to sue or hold Emerson Stewart or its Agents liable in any such respect for the provision of this presentation or any other information.

This p resentation ma y contain forward-lookin g statements relatin g to the future p erformance of Emerson Stewart. Forward-lookin g statements , s p ecificall y those concerning future performance, are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by the statements in this presentation. Given these uncertainties, the Recipient should not place reliance on such statements.

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i n t ro d uc ti on

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• Launched December 2005 (standing start), 4 people initial targets project management, construction management and advisory services to mining and energy sectors

• formed property and urban development business line December 2007

• listed on ASX June 2008

• formed utilities and environment business line September 2009

• acquired Whelans (WA) Pty Ltd March 2010 , cash and script deal

• 170 people across 6 offices and 6 business lines, November 2010

• execu ti ves an d s t a ff own approx ma i t e y l 52% o f company

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FY10

bottom line

• result impacted by state of global economy; delays, deferrals or cancellations of projects. Greater competition for work reduced margins. M&A expenses and bad debt write off

positive developments

• recovering order book during Q4

• strengthening executive team

• intensive M&A activity culminating in the successful Whelans (WA) Pty Ltd acquisition (transaction based on 3.75x average historical EBIT over 3 years, 60% cash 40% script)

• successful formation of utilities and environment business line

• successfully rejuvenated the mining and industry business line

integration with Whelans successfully executed

• savings realised

• growth from 40 to 170 employees

• ex p anded revenue base alon g with diversification ( 3 business lines to 6 )

• increased client base from around 40 to 240

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greater balance in order book

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FY09 FY10 FY11 (Revenue = $12.9m) (Revenue = $12.8m) (Revenue Forecast = 28m-$ $30m)

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FY11 so ar… f

performance tracking to budget

• on track to deliver against previously announced FY11 projection for revenue of $28m to $30m and EBIT $2m to $2.3m

• FY11 YTD group revenue exceeds FY10 revenue of $12.8m

highlights

• order book in good shape

• utilities and environment business line experiencing strong growth

• leadership team working well

• regional office network strong

• recovery of mining and industry business line

• Whelans performing to record levels

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• recognition at the recent UDIA awards for contribution on Stockland ’ s Vertu project

• strengthening relationships with blue chip clients resulting in increased opportunities across a number of developments in the property and urban development business line

• appointment of Michael Steer to head property and urban development team. Growth and east coast presence priorities

• recognition as a specialist in desalination with the award of two commercial scale (>10 Ml/day) plants

• formation of core capabilities - sewer mining, water treatment , wastewater treatment, reuse, desalination, master planning and approvals, environmental management

• formation of a full time environmental monitoring program capability and water modelling capability, including field monitoring equipment and all terrain vehicle(s)

• following successful completion of a mining initiation study, retained to perform a $1.8m concept study on the same project, study runs to may 2011 (confidential client)

• successful delivery of peer review for oil and gas client which will most likely lead to ongoing involvement on major project

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• moved Karratha operations into a new purposely built office to compliment our local presence and service delivery – creation of hub

• land development activity in Perth in all of the land corridors and especially with the major land developers is on the increase

• recently recognised for industry development and innovation

• invested in laser scanning technology with purchase of Leica Scan Station C10

• a pp ointed p ro j ect mana g ers for Limetree Ca p ital ( a fund mana g er from Hon g Kon g) in the develo p ment of land p ro j ects at Preston Beach and Geraldton

• appointed to Horizon Power Panel, which has led to survey and town planning contracts at Port Hedland, Carnarvon and Karratha

• increasing opportunities in north west of WA

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f u t ure ocus f

drive growth and achieve currency as a public company via:

infill acquisitions

• east coast opportunities being cultivated

major project capture

• shortlisted on major oil & gas and industrial developments. Decisions and commencements early Q3

transformational deal

• looking for merger opportunities that serve to increase strategic footprint, revenue base and talent bank