VERIS LIMITED — Capital/Financing Update 2021

Aug 11, 2021

ASX / MEDIA RELEASE - VRS

12 August 2021

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Veris Completes Strategic Review and Positions Aqura Technologies for Demerger

• Veris has completed a Strategic review designed to enhance shareholder value and has resolved to pursue a demerger and separate ASX listing of its subsidiary, Aqura Technologies.

• A demerger of Veris’ technologies division, Aqura Technologies, is expected to simplify the group structure and better position both Aqura and Veris Australia for growth.

• Aqura’s transition to incorporate an “As A Service” earnings model, combined with its traditional project execution capabilities and continuing large contract awards, positions Aqura as a unique market offering.

• A standalone listing will position Aqura for growth via direct access to capital which will underpin the strong outlook.

• A separate ASX listing of Aqura is expected to provide Veris with an opportunity to realise the value of its historic investment in Aqura whilst maintaining an ongoing substantial cornerstone holding.

• It is intended that Veris shareholders will be offered a priority opportunity to participate in Aqura’s listing raise.

• Value realised via the listing of Aqura will be used by Veris Australia to accelerate its digital & spatial capabilities and “Data as a Service” business model

Veris Limited ( ASX:VRS ) (“Veris” or “the Company”) is pleased to announce it has completed a strategic review of the Company and has resolved to pursue a demerging of its wholly owned subsidiary, Aqura Technologies Limited (“Aqura”). It is expected that as part of the demerger, Aqura will seek a separate listing on the ASX.

Aqura is a specialist in the delivery of high-performance technology solutions across industrial wireless, enterprise communications and next-generation IoT applications which are critical for organisations as they look to digital transformation to advance productivity, safety and employee wellbeing. Aqura has demonstrated strong organic year on year revenue growth of 27% CAGR since 2016.

Aqura is now uniquely positioned for a separate ASX listing with a combination of:

• Strong year on year growth and financial performance;

• Recent significant contract awards, from multiple Tier 1 clients across a range of services and sectors;

• Record Work in Hand coupled with a substantial pipeline of project opportunities; and

• The opportunity to accelerate the rollout of Aqura’s internally developed product suite to its clients, targeting “As A Service” annuity style earnings.

The Board of Veris has resolved that this strong growth outlook will be enhanced and accelerated by positioning Aqura as an independent company with a standalone balance sheet and access to capital via the equity markets.

Aqura’s in-house technical and engineering capabilities underpins Aqura’s strong track record of repeat contract delivery over multiple years for a range of blue-chip clients in the resources, Oil & Gas, Retail, Industrial and Defence sectors such as BHP, Rio Tinto, ATCO, Santos, FMG, Bunnings, and Cubic. Its specialised team of more than 95 staff has developed a range of bespoke high-performance technological solutions for its Tier 1 client base which the team has now evolved to offer to a broader client base via multiple “As A Service” solutions.

Corporate

Level 12, 3 Hasler Road T 08 9317 0600 Osborne Park veris.com.au WA 6017 aqura.com.au

Veris Australia Pty Ltd ABN 53 615 735 727

Aqura Technologies Pty Ltd ABN 34 128 703 248

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A demerger of Aqura will be focused on enhancing value for Veris shareholders by best positioning both of the Company’s subsidiaries, Veris Australia and Aqura Technologies, to take advantage of the significant growth opportunities that are expected to present over the medium term.

Veris Australia will continue to position itself as a leading provider of digital and spatial services and will look to accelerate its current position in a market that is continuing to grow and evolve. Veris Australia’s unique position in the spatial data market and its national platform will enable it to be a major player in this sector.

Whilst the structure of the demerger of Aqura and the associated ASX listing is still being finalised, the Board is focussed on ensuring:

• Shareholder value is optimised;

• It delivers Veris a crystallisation of the investment the Company has made in Aqura over its 6-year lifespan;

• Aqura is appropriately capitalised to execute on its ongoing transition to an “As A Service” model whilst delivering on the strong order book and pipeline of contracted projects;

• Veris maintains a material ongoing exposure to Aqura’s strong forecast growth potential;

• The value realised supports the continued expansion of Veris Australia’s digital & spatial capabilities and “Data as a Service” business model; and

• That Veris shareholders will be offered a priority opportunity to participate in Aqura’s listing raise.

Veris will commence discussions with Aqura management and employees immediately with a view to develop the independence of Aqura including an appropriate Board of Directors and necessary advisers. It is expected that Aqura will also put in place a new management equity plan, to attract, retain and reward talented and long serving professionals and management.

The terms of the ultimate demerger would be subject to final Veris board approval, required regulatory approvals (including consultation with ASX), applicable consents and approval from Veris’s shareholders.

Specifically, Veris notes that consultation with ASX will include submissions regarding the application of ASX Listing Rules 11.1, 11.2 and 11.4 to the demerger. Importantly, Veris confirms that if ASX Listing Rules 11.1.2, 11.2 and/or 11.4 applies, the demerger will be subject to Veris shareholder approval under the relevant ASX Listing Rules.

Any ASX listing of Aqura will also be subject to Aqura receiving ASX in-principle advice as to suitability for listing on the official list of the ASX.

Veris confirms that consultation with ASX will begin following further consideration of the proposed terms of the demerger and any ASX listing of Aqura.

Further details regarding capital structure, capital raising, priority offer for Veris shareholders, separation, directors, management, governance and Veris shareholder approval will be announced in due course.

The targeted timeline is for the demerger to be completed in the last quarter of 2021/first quarter of 2022.

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Aqura Technologies

Aqura has operated within the Veris corporate structure since 2016 and has grown its revenue and earnings significantly over that period. Aqura’s strategy is focused on the development and delivery of high-performance technology solutions across industrial wireless, enterprise communications and next-generation IoT which are critical for organisations as they look to digital transformation to advance productivity, safety and employee wellbeing.

Aqura has leveraged the engineering and innovation talents of its management team to deliver innovative solutions to a range of Tier 1 clients in the resources, oil and gas and defence sectors and now provides services nationally. Aqura has also evolved its suite of solutions and recently expanded its presence into Aged Care and Retail sectors thereby broadening the customer base and growth potential.

Since inception, Aqura has been recognised for a number of significant achievements including:

• The design and install of the first underground LTE network in Western Australia;

• Award winning Autonomous Rapid Communication platforms (including remote vehicle control); and

• Innovation through leading edge Content Access Network solutions (such as internet, voice and entertainment feature rich platforms) providing workers in remote settings an entertainment experience that mirrors their at-home surroundings.

More recently, Aqura has developed and demonstrated the potential and merits of the offering of these technologies under an “As A Service” business model. This model has been refined to utilise both the expertise and capital investment for multiple applications which will offer customers industry leading technological solutions without the need to deploy significant capital expenditure to install whilst positioning Aqura with a recurring and expandable future revenue base.

Veris Australia

Veris Australia is a leading provider of spatial data services, providing solutions to clients across the infrastructure, property, resources, utilities, government and defence sectors. With 18 offices and over 530 personnel across Australia, it combines its national footprint and operating model with a local presence aligned to key industry sectors and clients.

Veris Australia’s core surveying service offering collects and analyses data, representing this in real time for its clients. Veris Australia’s continued expansion of its digital & spatial capabilities now delivers ongoing value from this data – by hosting, sharing, analysing and modelling data for its clients. The strategic opportunity for Veris Australia is to deliver increased margins and value through enhanced Digital & Spatial capabilities and a “Dataas-a-Service” offering.

For Veris Australia, its Digital and Spatial service offering, including data capture technologies and Data-as-aService, is designed to meet the push towards digitisation and data-driven insights by industry, which can be transformative in delivering enhanced value across a range of projects and sectors. The market to deliver these services is anticipated to grow as key stakeholders strive to improve decision making, efficiencies and outcomes

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for their projects and assets, driven by data analytics and insights.

The value realised as result of the Demerger will enable the release of capital for Veris Australia to bolster its position as the leading provider of spatial data services in the country, accelerate the execution of its strategy, and capture further growth opportunities in a market that is continuing to evolve and expand. The unique market position of Veris Australia, underpinned by its national operating platform, industry leading knowledge and expertise of its people, and continued investment in state-of-the-art technology and applications, will enable it to be at the forefront and a major player in this space.

Corporate and Structural Review

Veris commenced the strategic review after assessing the strong growth opportunities present in the respective markets in which both Aqura and Veris Australia operate.

The Board considers that establishing standalone, separately listed entities will position each business to more readily access the capital required to deliver these strategies. Veris intends to retain a substantial ongoing shareholding in Aqura which will provide further leverage to the upside in Aqura’s operations and value. The proposed demerger will also provide a simplified investment proposition to investors.

Shareholders will be kept up to date regarding the selected structure and process. The final outcomes and decision-making will be agreed following consideration of the regulatory, structural, timing, financial and taxation considerations associated with the process.

Veris Limited Non-Executive Chairman, Karl Paganin, commented:

“We see the demerger and separate ASX listing of Aqura as a timely and considered next step in the development of the business. We have recognised the different pathways and capital requirements that are emerging for both Veris Australia and Aqura; Veris Australia as it progresses its digital & spatial and “Data as a Service “solution capabilities and Aqura as it continues to deliver outstanding technology and communications solutions for its clients and expands and refines its “as-a-service” technology offering of its industrial communications and content services.

“As a Board we are proud of the continued success that the team at Aqura has achieved over the past 6 years and are excited to be part of the next phase of its corporate development. We are always looking for the optimal structure to enhance shareholder value and we believe this process will deliver exactly that.”

– ENDS –

Authorised for release by the Board of Veris Limited.

Contact Details/ Inquiries:

Karl Paganin Steve Harding Chairman, Veris Ltd Chief Financial Officer, Veris Ltd +61 418 823 114 +61 421 057 032

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About Veris Limited

Veris Limited is the Group’s holding company for Veris Australia and Aqura Technologies, that is listed on the ASX under the code VRS.

Veris Australia is Australia’s leading provider of spatial data services across the infrastructure, property, resources, defence, utilities and government sectors.

Aqura is a specialist in the delivery of high-performance technology solutions across industrial wireless, enterprise communications and next-generation IoT which are critical for organisations as they look to digital transformation to advance productivity, safety and employee wellbeing.

The benefits our customers enjoy comes from clever-thinking applied by our Australian-based team comprised of highly experienced in-house specialists that span technology, engineering, project delivery, management and support.

Aqura is known for innovation, whether it is our technology approaches such as Private 4G and 5G LTE and Industrial IoT, or our commercial approaches which now offer in-house developed technology solutions via flexible As-A-Service models

Issued by Veris Limited For further information please contact: Veris Corporate Office - Telephone: (08) 9317 0600

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