VERIS LIMITED — Director's Dealing 2012

Sep 2, 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	Thomas Lawrence
Date of last notice	4 April 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 entities controlled by Thomas Lawrence
Date of change	28~~th ~~August and 3 September2012
No. of securities held prior to change Held in the name Thomas Brian Lawrence as Trustee for the Tom Lawrence Family Trust Held in the name of OTC ESP Pty Ltd (an entity controlled by Thomas Lawrence) as Trustee of the ESW Employee Share Plan Trust	500,00 fully paid ordinary shares 775,713 fully paid ordinary shares
Class	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired	Nil
Number disposed	150,000 fully paid ordinary shares
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change Held in the name Thomas Brian Lawrence as Trustee for the Tom Lawrence Family Trust Held in the name of OTC ESP Pty Ltd (an entity controlled by Thomas Lawrence) as Trustee of the ESW Employee Share Plan Trust	500,00 fully paid ordinary shares 625,713 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	Off-market transfers of ordinary shares to eligible participants of the employee share plan in respect to vested shares.

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.

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

• See chapter 19 for defined terms.

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01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest acquired Interest disposed 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?	Yes, however the transfers are the mere take up of vested securities under an employee share plan and therefore does not constitute a “trade” in the company’s securities for the purpose of the Company’s Securities TradingPolicy.
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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