VERIS LIMITED — AGM Information 2015

Nov 16, 2015

2015 Annual General Meeting

Simon Thomas Chief Executive Officer 17 November 2015

Disclaimer

This Document should not be considered as an offer or invitation to subscribe for or purchase any securities in OTOC Limited (“OTOC” or “The Company”) or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in OTOC should be entered into on the basis of this Document.

This Document contains high level information only and does not purport to be all inclusive or to contain all information which its recipients may require in order to make an informed assessment of OTOC and its prospects. Any forecasts and forward looking information contained in this Document are subject to risks and uncertainties and are not a guarantee of future performance. Actual performance will almost certainly differ from those expressed or implied.

OTOC makes no representation or warranty, express or implied, as to the accuracy, currency or completeness of the information presented herein. Information contained in this Document may be changed, amended or modified at any time by OTOC. OTOC is under no obligation to update any information or correct any error or omission which may become apparent after this Document has been issued.

To the extent permitted by law, OTOC and its officers, employees, related bodies corporate and agents (‘Associates’) disclaim all liability, direct, indirect or consequential (and whether or not arising out of the negligence, default or lack of care of OTOC and/or its Associates) for any loss or damage suffered by recipients of this Document or other persons arising out of, or in connection with, any use of or reliance on this Document or information contained herein. By accepting this Document, the recipient agrees that it shall not hold OTOC or its Associates liable in any such respect for the provision of this Document or any other information provided in relation to this Document.

Recipients of this Document must make their own independent investigations, consideration and evaluation of the information contained herein. Any recipient that proceeds further with its investigations, consideration or evaluation of the information described herein shall make and rely solely upon its own investigations and inquiries and will not in any way rely upon this Document. Recipients of this Document should not act or refrain from acting in reliance on material in this Document.

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Agenda

1. Introduction

2. Business Lines

3. Securing the Future

4. Summary and Outlook

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Company Overview

OTOC provides surveying, town planning and infrastructure services throughout Australasia. OTOC delivers quality service to clients across a range of industries and is an emerging leader in the provision of professional consulting and innovative spatial solutions.

Corporate Snapshot

Share Price (ASX: OTC) Ordinary Shares	$0.175 264m
Market Capitalisation	$46m
Enterprise Value	$51m

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Board & Management
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Derek La Ferla	Non-Executive Chairman
Adam Lamond	Executive Director
Tom Lawrence	Non-Executive Director
Karl Paganin	Non-Executive Director
Simon Thomas	Chief Executive Officer
Brian Mangano	Chief Financial Officer
Lisa Wynne	Company Secretary

Substantial Shareholders

Directors	23.4%
Acorn Capital Paradice Investment Reindeer Investments	9.2% 7.1% 5.2%

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Share Price Performance – from 1 July 2014
$0.25
OTC
All Ordinaries Index
$0.20
+90%
$0.15
$0.10 -3%
$0.05
$0.00
Jul-14 Aug-14 Sep-14 Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-15 Oct-15 Nov-15
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2015 – Highlights

• Created sustainable operating and financial platform

• • Implemented first stage of national surveying strategy

• STRATEGIC • Completed acquisitions of Bosco Jonson, Geo-Metric and THG • Evaluating future surveying acquisitions and growth pathways • 100% LTI free • Creation of a national Surveying, Town Planning & Design Division

• OPERATIONAL • Restructured WA businesses and reduced overhead costs • Infrastructure division awarded new projects at Nauru and DeGrussa Mine • FY2015 Underlying EBITDA of $4.3m

• • FY2015 Pro-Forma Survey EBITDA of ~$10m

• FINANCIAL • Strong balance sheet with cash of $10.2m at 30 June 2015

• • New commercial bill facility established with Commonwealth Bank of Australia

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2015 – Creating a Sustainable Platform for Growth

Underlying Objectives – Setting a Base for Sustainability

• Transitio n from declining WA resources sector

• Leverage our strengths and experience in surveying, town planning and infrastructure services

• Develop a national business with exposure to multiple industries

• Structure our earnings to be recurring, predictable and sustainable

• Build a corporate profile with investors and clients – simple strategy, well executed

• Ensure a strong balance sheet to underpin growth and shareholder returns

Surveying

Infrastructure

Corporate

• National surveying strategy

• Platform for growth

• Government and civil infrastructure  Board aligned with growth strategy success  Strong leadership team aligned to

• FY16 order book secured deliver performance targets

• Value-accretive acquisitions

• Restructured WA business

• Capacity to manage growth

• Diverse client portfolio

• Service offerings to key markets nationally – property, commercial, infrastructure, resources

• Reduced overhead costs  Strong balance sheet – $10m equity raising completed, CBA facility in place

• Focus towards sustaining capital programs  Increased institutional ownership

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Business Lines

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Professional Services – Surveying, Town Planning and Design

OTOC is Creating a National Surveying, Town Planning & Design Business

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Location: VIC NSW, QLD, VIC & WA QLD WA Industry Focus: Land and Urban Infrastructure, Land and Urban, Land and Urban, Resources Infrastructure, Resources Resources Acquired: September 2014 December 2014 May 2015 2010

• Professional services business model: recurring revenue, solid earnings margins, low capital expenditure

• Diversified end-user exposure: property, land and urban development, civil infrastructure, government, resources

• National roll-up strategy underway: fragmented marketed – acquisition targets identified, revenue & cost synergies

• Strong and consistent earnings: Q1 FY2016 EBITDA $3.1m

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Professional Services – Surveying, Town Planning and Design

FY2016 Actions

 Advance National Surveying Strategy

• Targeting acquisitions that enhance geographic market presence and service capability

• Sydney land and urban development markets are a priority

• Strategic geographic bolt-on opportunities

 Realise Synergies

• Significant progress with revenue and cost synergies

• Revenue: national service offering for property developers, “cross-state tenders”, specialist laser scanning equipment

• Cost: developing centralised Finance, IT and HR, realised insurance and procurement savings

 Grow Earnings

• First full year ownership of acquired businesses, performing in-line with budget

• Q1 FY2016 EBITDA $3.1m

Project Association

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Tanami Road upgrade
64 Square Kilometre Array 7,500 Lot Development
Ellenbrook Services Extension
Sydney Light Rail
Continued upward dwelling approval rates
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Professional Services Valuation Multiples

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10.0 9.4x
7.9x
8.0
6.8x
6.0 5.1x 5.3x
4.0
2.0
0.0
EV : EBITDA (FY16)
IMF SGH SHJ CDD GXL
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Infrastructure Division – Construction

FY2015 Achievements

 Excellent Project Execution

• On-time and budget delivery for key clients Canstruct, BMA, Rio Tinto and Air Services Australia

• Lost Time Injury (LTI) free

 Implemented Strategic Review Outcomes

• Re-based business plan focussed on civil and government infrastructure provides a lower risk profile

• Reduced overhead and fixed cost base

• New General Manager – Simon Lukan (formerly with Monadelphous)

• Positive FY2015 EBITDA $0.8m

 Secured FY2016 Order Book

• Canstruct: installation of permanent settlement village, hospital and school at Nauru Island

• Juwi: installation of 10.6MW solar power system at Degrussa

• Air Services Australia: procurement, installation & commissioning of fibre optic ring at Perth Airport

FY2016 Actions

 Deliver Order Book

• FY2016 work in hand circa ~$43m

• Equates to 100% of FY2016 budgeted revenue

• EBITDA expected to cover OTOC Limited corporate costs and group overhead

 Targeting Projects with Strategic Clients

• Government infrastructure

• Civil infrastructure

• Renewable energy

• Resources Sustaining Capital

• Infrastructure projects that meet strict criteria

 Grow Earnings

• Q1 FY2016 EBITDA $1.4m

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Securing the Future

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Earnings Update

EBITDA for Quarter Ended 30 September 2015

	Q1 2016	Q1 2016
	($m)	(%)
Professional Services – Surveying, Town Planning and Design	$3.1m	70%
Infrastructure Services	$1.4m	30%
Operations	$4.5m	100%
Corporate costs	($0.8m)
Total	$3.7m

Source: unaudited management accounts

OTOC Market Valuation - November 2015

Share Price (ASX: OTC)	$0.175
Ordinary shares on issue	264m
Market capitalisation	$46.2m
Cash (30-Sep)	$10.0m
Debt (30-Sep)1	$15.3m
Enterprise Value	$51.5m

 Strong start to FY2016

• Q1 FY16 EBITDA $3.7m vs FY15 $4.3m (full-year)

• EBITDA margin ~14%

• First period ownership of acquired Survey businesses and strong performance from Infrastructure Division

 Attractive Valuation Metrics

• Annualised FY16 EBITDA multiple ~3.5-3.7x

• ASX-listed professional services multiples +6x EBITDA

Note 1: CBA Debt ($6.75m) and Hire Purchase ($8.5m)

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Diversified Revenue Base

geographic or industry specific macro weakness

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Revenue by location - FY2015
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Revenue by location - Q1 FY2016

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28% 50%
NSW
QLD
4%
VIC
2% WA
International
15%
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28% 39%
NSW
QLD
VIC
12% WA
International
4%
17%
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 Diversification across geographic markets

• Rebalanced revenue away from historic concentration in WA

• East Coast Australia ~33% revenue in Q1 FY2016, expected to increase in future periods

 Diversification across national industry sectors

• Property

• Infrastructure – commercial and government

• Town Planning

• Resources

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Transitioning to a Professional Services Business Model

OTOC has developed a sustainable financial model

Diversified markets, consistent revenue, higher margins, strong free cash flow

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Targeting Recurring Revenue, Higher Earnings Margins
$160 $16
Revenue (LHS)
$140 $14
EBITDA (RHS)
$120 $12
$100 $10
$80 $8
$60 $6
$40 $4
$20 $2
$0 $0
Revenue EBITDA
FY11 FY12 FY13 FY14 FY15 Q1 16
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Market Capitalisation & Net Assets

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$40 $40
Net Assets (LHS)
$35 $35
Market Cap (RHS)
$30 $30
$25 $25
$20 $20
$15 $15
$10 $10
$5 $5
$0 $0
Net Assets Market Cap
FY11 FY12 FY13 FY14 FY15 Q1 16
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Improved Conversion to Cash and Liquidity
$16 $16
CF from Operations (LHS)
$14 $14
Cash (RHS)
$12 $12
$10 $10
$8 $8
$6 $6
$4 $4
$2 $2
$0 $0
CF from Cash
FY11 FY12 FY13 FY14 FY15
operations
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 Improved quality of earnings

• Moved from contracting (high revenue, low margins) to professional services revenue model

• Consistent fee revenue

• Higher earnings margins, without execution risk

• Low capex, strong free cash flow

• Grown market cap and net assets through bottom of resource cycle; strong platform for growth through a national professional services business

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Summary and Outlook

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Summary and Outlook

FY2016 Outlook

 Surveying, Town Planning & Design

• Continue to implement national strategy - Growth

• Integration and synergies

• Value-accretive acquisitions

 Infrastructure Services

• FY16 infrastructure order book $43m

• Earnings underpin growth strategy

• Focus towards sustaining capital and infrastructure works programs

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Summary and Outlook

Investment Highlights

• Fast-growing professional services company

• Growth platform - National surveying strategy

• Diversified revenue base – national clients and industry exposure

• Targeting recurring, predictable and sustainable earnings

• Robust balance sheet to underpin growth

• Strong earnings growth anticipated in FY2016

• Attractive valuation multiples

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Simon Thomas Chief Executive Officer Brian Mangano Chief Financial Officer Tel (08) 9317 0628