VERIS LIMITED — Director's Dealing 2012

Oct 14, 2012

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	OTOC LIMITED
ABN	80 122 958 178

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Adam Lamond
Date of last notice	17 October 2011

Part 1 - Change of director’s relevant interests in securities In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Interest held by an entity controlled by Adam Lamond
Date of change	8 October 2012 & 12 October 2012
No. of securities held prior to change Held in the name Ocean to Outback Electrical as trustee for the AP & TL Lamond Family Trust (an entity controlled by Adam Lamond)	37,732,000 fully paid ordinary shares 10,200,000 Performance shares
Class	a)&b) Fully paid ordinary shares c) Performance shares
Number acquired	a) 20,400,000 fully paid ordinary shares
Number disposed	b) 1,029,000 fully paid ordinary shares c) 10,200,000 Performance shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	a) Non-cash conversion of performance shares b) Non-cash consideration in satisfaction of fees incurred by Mr Lamond relating to the sale of his shares in OTOC Group Pty Ltd to OTOC Limited in October 2011. c) Non-cash conversion ofperformance shares.
No. of securities held after change Held in the name Ocean to Outback Electrical as trustee for the AP & TL Lamond Family Trust (an entity controlled by Adam Lamond)	57,103,000 fully paid ordinary shares
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	a)&c) Conversion of performance shares on achievement of earnings milestone. Performance Shares were originally issued as part consideration under the Heads of Agreement for the acquisition of 100% of the shares of OTOC Group Pty Ltd in October 2011. b) Off-market transfer of shares in satisfaction of fees incurred by Mr Lamond relating to the sale of his shares in OTOC Group Pty Ltd to OTOC Limited in October 2011.

Part 2 – Change of director’s interests in contracts – Not Applicable

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

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Detail of contract
Nature of interest
Name of registered holder
(if issued securities)
Date of change
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
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Interest acquired

Interest disposed

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 – +Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No.
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

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