VERIS LIMITED — Board/Management Information 2019

Aug 22, 2019

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23 August 2019

Dear Shareholder

VERIS – IMPORTANT SHAREHOLDER MEETING

At 10.00am WST on Wednesday, 25 September 2019, Veris Limited (ASX: VRS) ( the Company ) is scheduled to hold a General Meeting ( GM ). The Company is required to hold the GM because certain shareholders issued a notice pursuant to sections 249D and 203D of the Corporations Act 2001 (Cth).

The Proposed Resolutions to be considered at the GM are the removal of the entire Veris Board and the election of former Veris Chief Financial Officer, Brian Mangano, who ceased in the role in June 2019, Brett Goodridge, a former General Manager of Veris’ old Whelans surveying business, and shareholder Craig Chapman.

Significant progress has been made in strengthening the Company’s position in response to the challenges that presented during FY2019. This includes finalisation of the national integration of the nine Veris Australia businesses, undertaking an Operational Review that has seen a range of corrective measures implemented in the year, including senior management changes and cost savings, and developing a clear, five-year strategic plan for 2019-2024 that has been endorsed by the Board and is supported by the Company’s bankers.

This momentum needs to continue to best position the Company to increase value for Veris shareholders. The Board is genuinely concerned that the positive momentum gathering pace at Veris has been put in serious jeopardy by the Proposed Resolutions to be considered at the GM put forward from just two shareholders – Mr Mangano and Mr Chapman.

Your Board recommends that Shareholders vote AGAINST the Proposed Resolutions

The GM is an important decision point that will shape the future of your investment. We encourage shareholders to read carefully and entirely the attached documentation and urge shareholders to vote – either online, or by completing a proxy form and sending it back via post using the prepaid envelope, fax or email, or by attending the meeting in person. Please read the “How to Vote” information overleaf which explains how to make sure your vote counts.

We thank you for your ongoing support. You are invited to contact the Company on +61 8 9317 0628 should you wish to discuss further or require additional information.

Yours sincerely

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Derek La Ferla Chairman

Corporate Level 12, 3 Hasler Road T 08 9317 0600 Locked Bag 9 veris@veris.com.au Osborne Park veris.com.au WA 6017

Office Locations Over 20 offices Veris Australia Pty Ltd across Australia ABN 53 615 735 727 veris.com.au/contactus

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HOW TO VOTE

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Your Board recommends shareholders vote AGAINST the resolutions at the General Meeting

Voting at the General Meeting can be done via ONE of the following methods, with online voting recommended as the most convenient option. All instructions are provided on the proxy forms included in this pack.

1. Vote online at www.investorvote.com.au

• Scan your personalised QR code with your smartphone or enter your ‘control number’ on your computer or mobile device (these are both at the top of the proxy forms in this pack).

• Follow any further login instructions using your confidential HIN/SRN and PIN.

• Select ‘Against’ all the resolutions to vote as recommended by the Board. If you wish to vote other than as recommended by the Board, enter your vote for each of the resolutions.

• Submit your vote.

Vote online (for registered subscribers only) at Intermediary Online

• Registered Intermediary Online subscribers (custodians) only use www.intermediaryonline.com.

• Enter your User ID and Password.

• Select ‘Against’ all the resolutions to vote as recommended by the Board. If you wish to vote other than as recommended by the Board, enter your vote for each of the resolutions.

• Submit your vote.

OR 2. Sign, date, and return a proxy form

• Use the green pre-filled proxy form to vote as recommended by the Board. If you wish to vote other than as recommended by the Board, follow the instructions on the white blank proxy form.

• Submit EITHER a green OR a white proxy form – DO NOT submit both.

• Return your completed form AS SOON AS POSSIBLE via post, fax, or email in accordance with the instructions on the proxy form.

YOUR PROXY FORM MUST BE RECEIVED BY COMPUTERSHARE BY 10.00AM (WST) ON MONDAY, 23 SEPTEMBER 2019

How to use the proxy form:

1. STEP 1: Leave blank to have the Chairman of the meeting cast your vote, or fill in the name of your proxy.

2. STEP 2:

These boxes will already be marked as recommended by your Board on the green pre-filled proxy form. You do not need to fill in this section.

If using the white proxy form, mark these boxes how you want to vote on the resolutions.

STEP 3: Sign and date the proxy form. Please ensure you follow the ‘Signing instructions for postal forms’ found on the front of the proxy form.

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• OR 3. Vote in person on the day

of the meeting (remember to bring your proxy form with you).

VERIS LIMITED

ACN 122 958 178

NOTICE OF GENERAL MEETING

TIME : 10.00am (WST) DATE : Wednesday, 25 September 2019

PLACE : Veris Limited Level 10, 3 Hasler Road Osborne Park , Western Australia, 6017

The General Meeting has been called following a request pursuant to Section 249D of the Corporations Act by the Requisitioning Shareholders.

The Board recommends that Shareholders

VOTE AGAINST

all Resolutions set out in the Notice of Meeting. The Board does not consider the Resolutions to be in the best interests of the Company or its Shareholders for the reasons set out in this Notice. Each Director intends to vote all Shares that they control AGAINST all Resolutions.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Chief Financial Officer and Company Secretary, Lisa Wynne on (+61 8) 9317 0626.

Dear Shareholder

Significant progress has been made in FY19 and into FY20 to strengthen the Company’s position in response to challenges from the national integration of the nine Veris Australia businesses. This momentum needs to continue to best position the Company to increase value for Veris shareholders.

The challenges presented in FY19 arose as it was the first year the nine acquired surveying businesses within Veris Australia operated as a fully integrated business. In response, the business quickly undertook an Operational Review to identify issues and introduce measures focused on harnessing the strength of Veris Australia, aimed at improving efficiencies and margins in order to deliver greater value for both clients and shareholders. Corrective measures identified under this Operational Review, which was completed in June 2019 and will deliver circa $3 million in cost reductions on an annualised basis, included:

• Refreshing the composition of the Executive Team to align more closely with Operations.

• Reducing the number of senior management positions in both Corporate and Operations.

• Resolving that no incentive payments were paid to the Executive Team for FY19.

• Improving accountability in the Veris Australia regions.

• Shedding less profitable Veris Australia service lines and office locations.

• Right-sizing certain areas of the Veris Australia business to better reflect market demand, without impacting the ability to service the current pipeline of work.

In addition to improving our Veris Australia operations and successfully diversifying into professional and advisory services, the Company has also approved the five-year Strategic Plan 2019-2024. This strategy was endorsed by the Veris Board in June 2019 and is supported by the Company’s bankers. At Veris Australia this strategy includes targeting opportunities in higher value, higher margin projects with greater technical content including 3D spatial and geospatial work. Investments made in geospatial in FY19 set a strong platform to grow this work in FY20.

The Board also adopted the Company’s first Corporate Social Responsibility Strategy and Reconciliation Action Plan in July 2019, vital for Veris to effectively compete for Government tenders and work with Tier 1 clients.

This momentum has been put at risk by a notice citing Section 249D of the Corporations Act 2001 ( Cth ) ( Notice ) requesting the Company hold a general meeting of its shareholders. This Notice proposes the removal of the entire Veris Board, including key executives Mr Adam Lamond and Mr Brian Elton, and the election of Mr Brian Mangano and Mr Craig Chapman (the “Requisitioning Shareholders” that signed the Notice) and Mr Brett Goodridge to the Veris Board as replacement Board members (“Proposed Resolutions”).

Your Board recommends that Shareholders vote AGAINST the Proposed Resolutions

The Directors, who together account for approximately 21% of Veris, each intend to vote all Shares they hold or control AGAINST the Proposed Resolutions

The Board acknowledges that Veris has recently experienced a challenging period. However, a clear strategy to overcome challenges is in place and corrective measures are underway and already achieving results.

In contrast to our achievable strategy, the Requisitioning Shareholders have not put forward a compelling plan as to how they intend to deliver value for Veris shareholders. The Board also notes that one of the Requisitioning Shareholders, Mr Brian Mangano, ceased employment with Veris from his seven-year tenure as Chief Financial Officer in June 2019, having had a key role in the financial integration of Veris Australia.

The proposal put forward by the Requisitioning Shareholders, attached at Annexure A, includes a combination of actions already completed and/or underway by the current Board. For example, the appointment of an ‘Advisory Board’ to purportedly save “hundreds of thousands of dollars” on consultants is flawed. Meanwhile, a number of operational proposals such as control of minimum pricing and tighter controls over the price book have already been implemented in the last few months.

The Board and Executive have undertaken the hard work necessary to develop a clear strategy that builds on the competitive advantages Veris has and have started implementing it. We encourage shareholders to read the ‘Background to Requisition Meeting’ in the Explanatory Statement and the ‘Directors’ Statement’ in Schedule 2 for full details on what we have achieved and how we intend to increase shareholder value in FY20 through delivery of our five-year strategy.

Yours sincerely

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Derek La Ferla Chairman

on behalf of the Board

T I M E A N D P L A C E O F M E E T I N G

Notice is given that the General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am (WST) on Wednesday, 25 September 2019 at:

Veris Limited

Level 10, 3 Hasler Road Osborne Park , Western Australia, 6017

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

I T E M S O F B U S I N E S S

AGENDA

1. RESOLUTION 1 – APPOINTMENT OF MR BRETT GOODRIDGE AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That pursuant to the Company's Constitution and for all other purposes, Mr Brett Goodridge be and is hereby appointed as a director of the Company with immediate effect (he having consented so to act).”

2. RESOLUTION 2 – APPOINTMENT OF MR BRIAN FRANCIS MANGANO AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That pursuant to the Company's Constitution and for all other purposes, Mr Brian Francis Mangano be and is hereby appointed as a director of the Company with immediate effect (he having consented so to act).”

3. RESOLUTION 3 – APPOINTMENT OF MR CRAIG GRAEME CHAPMAN AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That pursuant to the Company's Constitution and for all other purposes, Mr Craig Graeme Chapman be and is hereby appointed as a director of the Company with immediate effect (he having consented so to act).”

4. RESOLUTION 4 – REMOVAL OF MR DEREK NOEL LA FERLA AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That pursuant to section 203D of the Corporations Act, clause 13.5 of the Company's Constitution and for all other purposes, Mr Derek Noel La Ferla be and is hereby removed as a director of the Company with immediate effect.”

5. RESOLUTION 5 – REMOVAL OF MR ADAM PETER LAMOND AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That pursuant to section 203D of the Corporations Act, clause 13.5 of the Company's Constitution and for all other purposes, Mr Adam Peter Lamond be and is hereby removed as a director of the Company with immediate effect.”

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6. RESOLUTION 6 – REMOVAL OF MR THOMAS BRIAN LAWRENCE AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That pursuant to section 203D of the Corporations Act, clause 13.5 of the Company's Constitution and for all other purposes, Mr Thomas Brian Lawrence be and is hereby removed as a director of the Company with immediate effect.”

7. RESOLUTION 7 – REMOVAL OF MR KARL JOHN PAGANIN AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That pursuant to section 203D of the Corporations Act, clause 13.5 of the Company's Constitution and for all other purposes, Mr Karl John Paganin be and is hereby removed as a director of the Company with immediate effect.”

8. RESOLUTION 8 – REMOVAL OF MR BRIAN ELTON AS A DIRECTOR

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That pursuant to section 203D of the Corporations Act, clause 13.5 of the Company's Constitution and for all other purposes, Mr Brian Elton be and is hereby removed as a director of the Company with immediate effect.”

9. RESOLUTION 9 – REMOVAL OF NEW DIRECTORS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That any person appointed as a director of the Company on and from 2 August 2019 until the end of this general meeting (other than Mr Brett Goodridge, Mr Brian Francis Mangano or Mr Craig Graeme Chapman) be removed as a director of the Company with immediate effect.”

I M P O R T A N T I N F O R M A T I O N

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 ( Cth ) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00pm (WST) on 23 September 2019.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

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• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

THE CHAIRMAN OF THE MEETING INTENDS TO VOTE ALL UNDIRECTED PROXIES AGAINST RESOLUTIONS 1 to 9.

Return of Proxy Form

Proxies should be returned as follows:

Online: www.investorvote.com.au By mail: Share Registry – Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia By fax: 1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia) By mobile: Scan the QR Code on your proxy form and follow the prompts Custodian voting: For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions So that it is received by 10.00am (WST) on Monday, 23 September 2019.

Proxy forms received later than this time will be invalid.

DATED: 23 AUGUST 2019

By order of the Board pursuant to requisitions under section 249D of the Corporations Act 2001 (Cth).

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Lisa Wynne Chief Financial Officer and Company Secretary

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E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10.00am (WST) on Wednesday, 25 September 2019 at Veris Limited, Level 10, 3 Hasler Road, Osborne Park, Western Australia, 6017.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions contained within the Notice of Meeting.

1. BACKGROUND TO REQUISITION MEETING

1.1. Background

In recent years Veris has gone through a period of major transformation. In 2013, it was recognised that mining investment in Western Australia was winding down. In response, the Company embarked on a transition from being principally a WA-based construction business delivering mining services via OTOC Australia to building a national surveying business and more recently a national professional advisory and technologies services business.

The strategy saw the acquisition of a number of businesses (see Figure 2). These were incorporated under the banner of Veris Australia – albeit operating as standalone businesses until their full integration from 1 July 2018 – with Veris also successfully diversifying into professional and advisory services through the acquisition of Elton Consulting and the successful growth of the technology business, Aqura Technologies (see Figure 3).

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Figure 1, 2013
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Figure 2, 2014 through 2018
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Figure 3, 2018 through 2019

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The implementation of this strategy resulted in a significant transformation of Veris in a relatively short period, with the Company’s revenue growing from $68.9 million in FY15 to $106.8 million in FY18.

National integration of the Veris Australia division presented a number of challenges. The Board acknowledges this was unacceptable and the impact to the Company's share price was very disappointing.

In response, the Veris Board and Executive Team quickly undertook an Operational Review to identify the root causes of these issues and what measures should be introduced to harness the strength of the surveying business. The priority under this Operational Review was to set strong foundations for Veris Australia that would improve efficiencies and margins in order to deliver greater value for both clients and shareholders. A range of corrective measures identified under this Operational Review were implemented throughout the year, with the final phase completed in June 2019. Key initiatives included:

• Refreshing the composition of the Executive Team to align more closely with Operations.

• Reducing the number of senior management positions in both Corporate and Operations.

• Resolving that no incentive payments were paid to the Executive Team for FY19.

• Improving accountability in the Veris Australia regions.

• Shedding less profitable Veris Australia service lines and office locations.

• Right-sizing certain areas of the Veris Australia business to better reflect market demand, without impacting the ability to service the current pipeline of work.

The benefits of the national integration and Operational Review initiatives are already clear, including revenue in the business remaining in line with expectations despite the challenges faced with margin. Veris’ market presence has remained strong and we have continued to win work from a wide range of quality clients. Importantly, the initiatives will also have a direct and ongoing benefit to the Company’s earnings, with Veris expected to achieve circa $3 million in cost reductions on an annualised basis. These factors combine to ensure Veris is a stronger business that is well positioned for margin growth in FY20.

1.2 Next Steps

It is important for Veris that this momentum is taken forward, building on these improvements by targeting initiatives aimed at enhancing the Company’s financial performance and returns to shareholders. Central to this is a new five-year strategic plan developed by the Executive Team during FY19. The Strategic Plan 2019 - 2024 was endorsed by the Veris Board in June 2019 and sets a clear plan for growth. The Company’s bank has also examined this strategy and supports the Board and management team.

Under the Strategic Plan, Veris Australia will be focused on targeting opportunities in higher value, higher margin projects with greater technical content, including 3D spatial and geospatial work.

Looking beyond the Veris Australia business, the Company is also looking to drive value from its professional and advisory services business, Elton Consulting, and through the Aqura Technologies business. Both businesses have strong reputations and the potential to gain further share of the large markets they service, with quality leadership teams to deliver on this potential. We also continuously review the Veris business to assess opportunities to best generate returns for shareholders and invest for the Company’s future growth.

In addition, further initiatives are being pursued and delivered on to best position Veris for earnings growth. This includes the adoption of the Company’s first Corporate Social Responsibility Strategy and Reconciliation Action Plan. These are expected to have tangible effects for Veris, being vital for the Company to effectively compete for Government tenders and work with Tier 1 clients. The Company has also added additional skills to the Veris Board with the appointment of Mr Brian Elton in March 2018. Details on the skills and experience both Mr Elton and the other Directors bring to Veris are detailed in Schedule 1. Veris has also recently completed a review of its Board composition, with the Company currently actively searching for an industry professional to further diversify and enhance the breadth of the Board’s expertise.

1.3 Receipt of Requisition Notice

On 5 August 2019, the Company received a notice to call a general meeting to consider various resolutions relating to the removal of the directors of the Company and the election of new directors of the Company ( Requisition Notice ).

The Requisition Notice was issued under sections 249D and 203D of the Corporations Act 2001 (Cth) ( Corporations Act ) by shareholders Mr Craig Graeme Chapman and Mr Brian Francis Mangano ( Requisitioning Shareholders ), that held at the time over 5% of votes in the Company.

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Any shareholder (or group of shareholders) holding more than 5% of the votes that may be cast at a general meeting is entitled to requisition pursuant to Section 249D of the Corporations Act that a general meeting be called to have the resolutions considered.

The Requisition Notice requested that the Directors of the Company convene a general meeting to consider and vote on the Resolutions as set out in this Notice of Meeting.

Resolutions 1 to 3 are for the appointment of Mr Brett Goodridge, Mr Brian Francis Mangano and Mr Craig Graeme Chapman as directors of the Company and Resolutions 4 to 9 are for the removal of Mr Derek Noel La Ferla, Mr Adam Peter Lamond, Mr Thomas Brian Lawrence, Mr Brian Elton and Mr Karl John Paganin and any Directors of the Company appointed between 2 August 2019 and the time of commencement of this Meeting.

1.4 Response to Requisition Notice

The Veris Board believes the momentum that has been built up at Veris through delivery of the national integration of Veris Australia, the Operational Review and the five-year strategic plan is being put at significant risk by this Requisition Notice.

The Requisitioning Shareholders have not put forward a compelling plan as to how they intend to deliver value for Veris shareholders. Their proposal is, in the opinion of the existing Board, without merit or relates to actions already taken and/or underway. For example:

• The purported savings of “hundreds of thousands of dollars per annum” on consultants is flawed.

• A number of operational proposals such as control of minimum pricing and tighter controls over the price book have already been implemented in the last few months.

• A proposal to prioritise higher value work is included in the five-year strategic plan and already underway.

• The Board has a well-considered strategy to build on Aqura’s improving performance and grow the business. Meanwhile, we continuously review the Veris business model, with any business acquisitions or divestments only to be pursued where we believe they will deliver shareholder value. The Requisitioning Shareholders’ proposal to immediately divest non-core operations and use those proceeds to pursue the acquisition of more survey businesses is not necessarily in the best interest of shareholders with regard to realising the full value through divestment.

The Veris Board notes that one of the Requisitioning Shareholders, Mr Brian Mangano, ceased employment with Veris from his seven-year tenure as Chief Financial Officer ( CFO ) in June 2019. As CFO, Mr Mangano had a key role in the financial integration of Veris Australia businesses.

Veris Directors bring a diverse and extensive range of skills and expertise to the Company. The proposed replacement Board members put forward by the Requisitioning Shareholders do not provide deliverable strategic directions nor any additional expertise that would support shareholder value. Biographies of Directors proposed to be removed are set out in Schedule 1 to the Explanatory Statement.

Section 203D(4) of the Corporations Act provides that a director who is the subject of a proposed resolution for their removal from office is entitled to submit a statement for circulation to shareholders. The Statement of Directors proposed to be removed is included in Schedule 2 to the Explanatory Statement.

The Corporations Act also requires the Company to distribute a statement of the Requisitioning Shareholders. The Statement of Requisitioning Shareholders is included in Annexure A to the Explanatory Statement.

With Veris well positioned as we head in to FY20, the Veris Board questions the timing and motivations of the Requisitioning Shareholders.

The Directors recommend Shareholders vote AGAINST Resolutions 1 to 9

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2. RESOLUTIONS 1 TO 3 – ELECTION OF DIRECTORS

The Company’s Constitution provides that the Company may elect a person as a director by resolution passed in general meeting.

Subject to the passing of the Resolutions in favour of the appointment of the proposed directors (being Mr Brett Goodridge, Mr Brian Francis Mangano and Mr Craig Graeme Chapman), those appointments will take effect from the close of the meeting.

The Requisitioning Shareholders have provided the Company with a statement under section 249P ( Requisitioning Shareholders’ Statement ). The statement is included in Annexure A to the Explanatory Statement. The Company is not responsible for the content of the Requisitioning Shareholders’ Statement.

The Chairman of the meeting intends to vote all available and undirected proxies against Resolutions 1 to 3.

Your Board is not proposing Resolutions 1 to 3. The Company is required to put Resolutions 1 to 3 to Shareholders due to the request made by the Requisitioning Shareholders.

Your Board recommends Shareholders vote AGAINST Resolutions 1 to 3 and each Director will be voting all Shares that they control AGAINST Resolutions 1 to 3.

3. RESOLUTIONS 4 TO 9 – REMOVAL OF DIRECTORS

Under section 203D of the Corporations Act, a company may by resolution remove a director from office.

The Company’s Constitution provides that the Company may remove any director from office by resolution passed in General Meeting.

The Requisitioning Shareholders have given notice of their intentions to move Resolutions 4 to 9 for the removal of existing directors Mr Derek Noel La Ferla, Mr Adam Peter Lamond, Mr Thomas Brian Lawrence, Mr Karl John Paganin and Mr Brian Elton and any other person appointed as a Director between 2 August 2019 and commencement of this Meeting.

If Resolutions 4 to 9 are successful, the existing Directors (being Mr Derek Noel La Ferla, Mr Adam Peter Lamond, Mr Thomas Brian Lawrence, Mr Karl John Paganin and Mr Brian Elton) and any other person appointed as a Director between 2 August 2019 and commencement of this Meeting will be removed from their office as Directors of the Company.

The existing Directors of the Company have provided a written statement in accordance with section 203D of the Corporations Act which is included at Schedule 2 to the Explanatory Statement.

The Chairman of the meeting intends to vote all available and undirected proxies against Resolutions 4 to 9.

Your Board is not proposing Resolutions 4 to 9. The Company is required to put Resolutions 4 to 9 to Shareholders due to the request made by the Requisitioning Shareholders.

Your Board recommends Shareholders vote AGAINST Resolutions 4 to 9 and each Director will be voting all Shares that they control AGAINST Resolutions 4 to 9.

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Glossary

$ means Australian dollars.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Sunday inclusive, except New Year’s Day, Good Sunday, Easter Sunday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair or Chairman means the chair of the Meeting.

Company or Veris means Veris Limited (ACN 122 958 178).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 ( Cth ).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting or Notice of General Meeting means this notice of General Meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Requisition Notice means the section 249D notice received by the Company from Requisitioning Shareholders on 5 August 2019.

Requisitioning Shareholders means Mr Craig Graeme Chapman and Mr Brian Francis Mangano.

Requisitioning Shareholders’ Statement means that statement set out in Annexure A.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – EXISTING DIRECTORS’ BIOGRAPHIES

Each Veris Director brings a diverse and extensive range of skills and expertise to the Company, ensuring Veris is well placed to deliver on the current phase of its growth strategy. Further details are in their biographies below.

Derek La Ferla, Non-Executive Chairman

Mr Derek La Ferla has 30 years’ experience as a corporate lawyer and company director.

In addition to his role as Non-Executive Chairman of Veris, he is currently chairman of ASX listed companies Sandfire Resources NL and Threat Protect Australia Limited, and deputy chairman of BNK Banking Corporation Limited.

Mr La Ferla is also a member of the WA Council for the Australian Institute of Company Directors and a member of its National Board.

Mr La Ferla has held senior positions with some of Australia’s leading law firms, and is currently a partner with Western Australian firm, Lavan, in the firm’s Corporate Services Group.

Adam Lamond, Managing Director

Mr Lamond has over 20 years’ commercial experience with particular expertise in construction and infrastructure activities across Australia.

Mr Lamond founded Ocean to Outback Electrical (OTOE) in 2003, a WA-based contracting business servicing the mining industry and the forerunner to Veris Limited. Mr Lamond engineered a reverse takeover of ASX listed company Emerson Stewart Group in 2011 resulting in the listing of Ocean to Outback Contracting (OTOC) Limited.

Mr Lamond held the position of Chief Executive Officer of OTOC Limited from 2011 to 2014. Mr Lamond then held the position of Executive Director - Business Development from 2014 to 2017, after which time he was appointed Managing Director of the newly branded Veris Limited.

Mr Lamond has overseen the implementation of a national operating model which has involved transitioning and integrating all businesses into one entity and continues to build a cohesive brand and culture.

In his role of Managing Director, Mr Lamond leads the evolution of the professional services, surveying and 3D spatial and technologies businesses in continued growth across the infrastructure, property and resource markets throughout Australia.

Brian Elton, Executive Director

Mr Brian Elton is the founder of Elton Consulting, and joined the Veris Board as Executive Director in March 2018 when this business was acquired by Veris. He has extensive experience in growing a highly commercially successful professional services business, and in-depth knowledge of east coast development and infrastructure sectors. He has an extensive network of contacts and clients in government, the not-for-profit sector, and Tier 1 private sector organisations, and is well regarded and trusted by clients.

Mr Elton has over 40 years of experience in urban and regional planning in the UK and Australia focusing on urban strategy, urban policy and governance, and the delivery of major projects. He founded Elton Consulting 30 years ago, maintaining a profitable and growing business every year since.

In the five years to the acquisition in March 2018, Elton Consulting almost tripled its revenue and profit and added ACT and Victorian offices to its long-term Sydney office. Since being acquired by Veris, Elton Consulting opened Western Australia and Queensland offices, co-locating with existing Veris offices. Mr Elton has recently played an integral leadership role in the Operational Review of Veris Australia and in the implementation of measures to improve its profitability. He has also lead successful marketing across Veris Australia and Elton Consulting.

Mr Elton has expertise in the areas of urban and regional planning, strategic communications and engagement, housing, social planning, housing and public policy, design and facilitation of organisation change processes involving CEOs and senior staff, direction and facilitation of sensitive and complex stakeholder and community engagement processes. He has been involved in some of Australia’s largest urban renewal, major infrastructure and city-making projects and in ground breaking urban policy reforms.

Mr Elton is a Fellow of the Planning Institute of Australia and a Member of the Australian Institute of Company Directors. His affiliations include the International Association of Public Participation, Green Building Council of Australia and the Urban Development Institute of Australia.

9

Tom Lawrence, Non-Executive Director

Mr Tom Lawrence holds a Bachelor of Laws, Bachelor of Business (Accounting and Information Systems) and a Masters Degree in Taxation. Mr Lawrence was a principal and founder of Lawrence Business Management, providing tax and management advice to a large range of businesses across a diverse range of industries including professional services, hospitality, marine, construction, property and mining services. Over his 15 years’ working in Lawrence Business Management, Mr Lawrence gained a wealth of knowledge as he grew the business via acquisition and organic growth and provided sound forward-thinking strategies.

In 2010, Mr Lawrence sold Lawrence Business Management and went on to secure his current position with Capital Legal. As Director of Capital Legal, Mr Lawrence advises clients on a broad range of business related transactions, including business sales and acquisitions, commercial litigation, dispute resolution and a variety of other commercial matters.

Karl Paganin, Non-Executive Director

Mr Karl Paganin has over 15 years senior experience in investment banking, specialising in transaction structuring, equity capital markets, mergers and acquisitions and strategic management advice to listed companies.

Mr Paganin practised with major national law firms and was then appointed as Senior Legal Counsel at the newly formed family company of the Holmes a Court family, Heytesbury Holdings, where he spent 11 years. His roles varied from Senior Legal Counsel to Director of Major Projects, a role which involved having conduct of all major transactions within the Group.

Subsequent to Heytesbury, Mr Paganin spent 15 years as a senior investment banker in Perth. In 2002, he joined the Perth based Euroz Securities and established its Corporate Finance department. Then, in 2010, he established and was Managing Director of GMP Australia Pty Ltd, an affiliate of a Canadian resource specialist Investment bank.

Mr Paganin specialises in transaction structuring, equity capital markets, mergers and acquisitions, and providing strategic management advice to listed public companies. He is currently Non-Executive Director of ASX-listed companies Southern Cross Electrical Engineering Limited and Poseidon Nickel Limited.

Mr Paganin holds degrees in Law (B.Juris, LLB) and Arts (BA) from the University of Western Australia.

10

SCHEDULE 2 – STATEMENT OF EXISTING DIRECTORS

Dear Shareholder

As the Directors of Veris Limited nominated for removal under the proposed resolutions from the Requisitioning Shareholders, we wish to provide a joint statement about our strategy and capabilities to enhance the Company’s financial performance and returns to shareholders.

The History of Veris

In 2013, the Board embarked on a path to deliver a major transformation for Veris. We recognised the impact that the weakening mining sector in Western Australian would have on the business if we did not act. With a strategy to build on our know-how in surveying, we acquired quality, established survey businesses operating across Australia, some with small town planning and urban design practices, under the Veris Australia banner. Veris also successfully diversified with the acquisition of professional and advisory services business, Elton Consulting, and the success of the growth of the technology business, Aqura Technologies. This strategy enabled Veris to capture opportunities in Australia’s growing property and infrastructure markets, and be less vulnerable to depressed economic drivers in any one sector or state. In a short space of time, Veris grew considerably as it delivered on this strategy, with revenue almost doubling from $68.9 million in FY15 to $106.8 million in FY18.

However, national integration of the nine Veris Australia businesses from 1 July 2018 presented a number of challenges. The Board acknowledges this was unacceptable and the impact to the Company’s share price was very disappointing.

Addressing the Challenges

Working with the Executive Team, the Veris Board responded quickly to these challenges. We immediately launched an Operational Review to get to the core of the issues and identify measures to harness the inherent strength of our surveying business. The priority was to set strong foundations for Veris Australia that would improve efficiencies and margins in order to deliver greater value for both clients and shareholders. A range of corrective measures identified under this Operating Review were implemented throughout the year, with the final phase completed in June 2019.

Full details on what we have achieved at Veris Australia through the national integration and Operational Review are included in the ‘Background to Requisition Meeting’ section in this Notice of Meeting. However, we would like to reiterate that we are already seeing the financial and operational benefits flowing through. For example, the FY20 budget will achieve approximately $3 million in cost reductions.

It is important for Veris that this momentum is taken forward, building on these improvements and enhancing the Company’s financial performance and returns to shareholders. Central to this is a new five-year strategic plan developed by the Executive Team during FY19. We closely scrutinised this strategy and gave it Board endorsement in June 2019. It sets a clear plan for growth and margin improvement. The Company’s bank has also examined this strategy and supports the Board and Executive Team.

Our Strategy for Growth and Margin Improvement

The key directions in our Strategic Plan 2019-2024 include:

• Improving the efficiency of business operations.

• Balancing innovation and returns.

• Achieving purposeful growth and deliver a competitive return.

• Veris Australia to target opportunities in higher value, higher margin projects with greater technical content, including 3D spatial and geospatial work.

• Commencing a search for an industry professional to further diversify and enhance the Board’s expertise.

• Building on the Company’s first Corporate Social Responsibility Strategy and Reconciliation Action Plan which were prepared in FY19 to support the strategic directions and are vital for the Company to effectively compete for Government tenders and work with Tier 1 clients.

• Driving further value from Aqura Technologies and Elton Consulting, both of which have strong reputations and the potential to gain further share in the large markets they operate.

11

Ensuring a strong Board

Each Director on the Veris Board brings a broad range of skills and experience that will enable us to deliver on the next phase of this growth and margin improvement strategy. We have strong corporate, operational, financial, legal, and technical skills relevant to our business. Full details on each Director’s expertise are set out in Schedule 1 to the Explanatory Statement.

We also recognise that Boards need to evolve to ensure they are well placed to deliver value for shareholders. As noted above, we completed a review of the Veris Board composition in July 2019. Armed with the findings of this review, we are currently actively searching for an industry professional to further diversify and enhance the breadth of the Board’s expertise. In our view, the proposed replacement Board members do not provide any additional expertise beyond the current Veris Board that would support delivery of the Company’s strategy.

The Veris Board notes that one of the Requisitioning Shareholders, Mr Brian Mangano, ceased employment with Veris from his seven-year tenure as Chief Financial Officer in June 2019.

Elton Consulting vendors, who are also shareholders, do not support the actions of Messrs Mangano, Goodridge and Chapman.

We are genuinely concerned that the positive momentum gathering pace at Veris has been put at serious jeopardy by this request for a general meeting from just two shareholders to remove the whole Board. The risk is stark, with no upside to be seen. The Requisitioning Shareholders have not put forward a compelling plan as to how they intend to deliver value for all Veris shareholders.

With Veris well positioned as we enter FY20 and the team delivering on a clear and considered strategy, we cannot help but question the timing and motivations of the Requisitioning Shareholders.

We thank you for your continued support and we strongly urge shareholders to vote against the resolutions being put forward at the general meeting.

Yours sincerely

The Board of Directors

Veris Limited

12

ANNEXURE A – REQUISITIONING SHAREHOLDERS’ STATEMENT

ANNEXURE A – MEMBERS STATEMENT

SHAREHOLDERS STATEMENT

Dear fellow Veris shareholders,

We encourage you to vote in FAVOUR of the proposed resolutions to remove Messrs La Ferla, Lamond, Paganin, Lawrence and Elton as directors of Veris Limited ( Veris or Company ) and to appoint Messrs Goodridge, Chapman and Mangano as directors to give you the best opportunity to restore shareholder wealth and maximise future value.

The performance of Veris over the last five years has been disastrous. Despite an increase in Surveying revenue, profits and margins have declined significantly and the Company’s share price plummeted from 25 cents to 5 cents over the past year.

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Veris Share Price - 30 June 2019
$0.300
$0.250
$0.200
$0.150
$0.100
$0.050
$-
9-Jul-18 9-Aug-18 9-Sep-18 9-Oct-18 9-Nov-18 9-Dec-18 9-Jan-19 9-Feb-19 9-Mar-19 9-Apr-19 9-May-19 9-Jun-19
Veris Group EBIT $000
20,000
10,000
-
2015 2016 2017 2018 H1 2019
(10,000)
(20,000)
(30,000)
(40,000)
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13

Surveying Revenue $000

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----- Start of picture text -----

$100,000
$80,000
$60,000
$40,000
$20,000
$-
2015 2016 2017 2018 Estimate 2019
Surveying EBITDA %
25%
19.2%
20%
17.0%
14.1%
15%
13.4%
10%
5%
5.3%
0%
2015 2016 2017 2018 H1 2019
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How can revenue increase whilst earnings decrease?

Clearly costs are too high.

SUMMARY

Messrs La Ferla, Lamond, Paganin, Lawrence and Elton no longer deserve to be stewards of our investment.

They should be removed as directors of Veris for their participation in, or failure to rectify, the following:

• Shareholder value has plummeted from $100 million to less than $25 million;

• Surveying earnings and margins have declined over the past five years;

• Failure to focus on the surveying strategy;

• Failure to realise all integration synergies from the acquisitions;

• Failure to implement all cost reductions;

• Significant share price decline (25 cents to 5 cents in 12 months);

• Reliance on high levels of debt financing;

• Continued and growing investment in non-core businesses;

• Impairment of surveying goodwill of $34.3 million; and

• Negligible return on shareholders’ investment of $58.0 million in the surveying strategy over 5 years.

We strongly recommend to you to vote in FAVOUR of the resolutions.

PLAN TO REBUILD SHAREHOLDER VALUE

We propose the appointment of a highly experienced new board of directors who have the expertise and a detailed plan to take Veris forward with a five-step strategy:

1. New Board and leadership

New, engaged board with experience in business consolidation and “turn-arounds” that have a detailed understanding of the Veris business and can promptly implement already identified actions. Immediate reduction in board and executive remuneration, with the proposed incoming non-executive directors agreeing to receive circa $130,000 pa less remuneration in total than the current non-executive directors (where possible, part of this remuneration will be in shares and options to align interests). Replace the existing Managing Director, Adam Lamond, with Brian Mangano saving circa $70,000 pa.

A review of external consultants to reduce costs and utilise the skills of the proposed advisory board to deliver improved earnings.

2. Sell non-core assets and eliminate non-revenue generating costs

Immediately suspend investment in, and divest, non-core operations, including the ICT business Aqura Technologies, thereby releasing working capital to reduce debt, minimise distractions, strengthen the balance sheet and pursue Surveying acquisition opportunities. Eliminate costs that do not provide immediate revenue generation across all businesses within the group and suspend any increase in overheads.

3. Implement strong operational controls and focus on lifting surveying margins

Implement tight controls over pricing by locking down price books. Increase professional staff utilisation by setting minimum revenue production to salary ratios and through increased controls on overtime and sub-contractor management, timesheet management and exception reporting. Cease recruitment in non-income producing areas.

4. Relaunch the business in the market place to achieve solid stable margins

Prioritise higher value work ahead of discounting to drive revenue and margin growth. Control of minimum pricing to increase earnings. Lock in national customer supply agreements. Pay a consistent dividend to shareholders in line with setting a dividend policy of 50% of net profit after tax once the Company’s business is stabilised.

5. Complete the original strategy and grow

Utilise the proceeds from the divestment of non-core operations to pursue already identified merger and acquisition opportunities in surveying to build scale, complete national footprint and realise synergistic savings. Ensure that merger and acquisition opportunities are earnings accretive on the back of share price growth and maintain the ASX listing.

PROPOSED DIRECTORS

Brett Goodridge is the former Chairman of MNG Surveying. Brett has spent his career in the professional services sector – legal, accounting, surveying, finance – having been involved with a number of highly successful national professional services aggregations and consolidations, in both senior management, CEO and chair roles. Brett has excellent knowledge and understanding of all the Veris surveying acquisitions and the respect of the ex-vendors of these businesses.

Craig Chapman has over 31 years’ experience across a range of service sectors and has been instrumental in a number of highly successful consolidation plays listed on the ASX including S8, Greencross Vets and G8 Education. Craig has held senior management roles and directorships with these companies.

Craig holds a B.Com CPA and is a member of the Governance Institute of Australia. He has extensive experience in turning around and growing business consolidations and currently holds 19.8 million Veris shares.

Brian Mangano has over 30 years’ experience across a range of listed public companies and is the former Chief Financial Officer of Veris and former Managing Director of two ASX listed public companies. Brian commenced his career with EY and has a detailed understanding of professional services organisations. Brian is a Chartered Accountant and a Fellow of the Governance Institute of Australia and currently holds 6.3 million Veris shares.

ADVISORY BOARD

Veris has relied heavily on consultants which has negatively impacted EBITDA and increased restructuring costs. The appointment of a suitably qualified Advisory Board that is aligned to shareholders will create substantial savings and a better outcome for the business. Three Advisory Board members will be appointed as follows:

• Human resources and cultural change expert

• Survey industry expert

• Legal expert

Total cost of the entire Advisory Board will not exceed $100,000 per annum, which will save hundreds of thousands of dollars pa.

Members will, where possible, receive part of their remuneration in Veris shares and options to align with interests of shareholders. The proposed Advisory Board members are based in Eastern Australia.

For further information:

Brett Goodridge 0448 022 351 brett@goodridgestrategic.com.au

Craig Chapman 0488 150 007 craigchapman64@gmail.com Brian Mangano 0418 952 130 b.mangano@outlook.com

Please vote in FAVOUR of the proposed resolutions Thank you

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ABN 80 122 958 178

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

VRS

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (WST) Monday, 23 September 2019.

Proxy Form

Use this pre-filled proxy form to vote as recommended by the Board

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Use your computer or smartphone to appoint your proxy and vote at www.investorvote.com.au or scan your personalised QR code below using your smartphone.

Your secure access information is

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Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Samples/000001/000001/i12

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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----- Start of picture text -----


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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Veris Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Veris Limited to be held at Veris Limited, Level 10, 3 Hasler Road, Osborne Park, Western Australia on Wednesday, 25 September 2019 at 10:00am (WST) and at any adjournment or postponement of that meeting.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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ORDINARY BUSINESS

1	Appointment of Mr Brett Goodridge as a Director	X
2	Appointment of Mr Brian Francis Mangano as a Director	X
3	Appointment of Mr Craig Graeme Chapman as a Director	X
4	Removal of Mr Derek Noel La Ferla as a Director	X
5	Removal of Mr Adam Peter Lamond as a Director	X
6	Removal of Mr Thomas Brian Lawrence as a Director	X
7	Removal of Mr Karl John Paganin as a Director	X
8	Removal of Mr Brian Elton as a Director	X
9	Removal of New Directors	X

The Chairman of the Meeting intends to vote undirected proxies against each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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V R S

9 9 9 9 9 9 A

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ABN 80 122 958 178

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

VRS

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (WST) Monday, 23 September 2019.

Proxy Form

Use this proxy form to vote other than as recommended by the Board

How to Vote on Items of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Use your computer or smartphone to appoint your proxy and vote at www.investorvote.com.au or scan your personalised QR code below using your smartphone.

Your secure access information is

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Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

ATTENDING THE MEETING

If you are attending in person, please bring this form with you to assist registration.

Corporate Representative

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Appointment of Corporate Representative” prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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----- Start of picture text -----


----- End of picture text -----

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ‘ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Veris Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Veris Limited to be held at Veris Limited, Level 10, 3 Hasler Road, Osborne Park, Western Australia on Wednesday, 25 September 2019 at 10:00am (WST) and at any adjournment or postponement of that meeting.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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ORDINARY BUSINESS

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• 1 Appointment of Mr Brett Goodridge as a Director

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• 2 Appointment of Mr Brian Francis Mangano as a Director 3 Appointment of Mr Craig Graeme Chapman as a Director 4 Removal of Mr Derek Noel La Ferla as a Director

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• 5 Removal of Mr Adam Peter Lamond as a Director 6 Removal of Mr Thomas Brian Lawrence as a Director

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• 7 Removal of Mr Karl John Paganin as a Director

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• 8 Removal of Mr Brian Elton as a Director

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• 9 Removal of New Directors

The Chairman of the Meeting intends to vote undirected proxies against each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
----- End of picture text -----

V R S

2 5 5 5 6 6 A