VERIS LIMITED — Director's Dealing 2015

Nov 29, 2015

ASX/NEWS RELEASE – OTC

30 November 2015

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CHANGE OF DIRECTORS INTEREST NOTICES

OTOC Limited ( ASX: OTC ) refers to the attached Change of Directors Interest Notices for Adam Lamond and Karl Paganin. The changes contained therein include a sale of 500,000 ordinary shares from Director, Adam Lamond to fellow Director Karl Paganin and an additional sale of 1.5 million shares by Adam Lamond under a managed sale process.

On completion of the sale, Adam Lamond holds approximately 52 million shares or 19.5% of the issued capital of the Company.

OTOC Chief Executive Officer Simon Thomas said:

“Adam’s personal shareholding is aligned with OTOC’s interest and Adam remains the Company’s largest shareholder and his commitment to OTOC’s future growth continues. We welcome the support of the existing shareholders who purchased these shares.”

About OTOC

OTOC Limited offers surveying, planning and infrastructure services throughout Australasia. A leading provider of professional consulting and innovative spatial solutions, OTOC delivers quality service to clients across a range of industry sectors.

OTOC offers surveying services across land development, infrastructure and engineering surveying, aerial mapping, laser scanning, town planning and urban design.

OTOC provides non process infrastructure construction and maintenance services to clients covering government, resources, utilities, remote area and renewable energy.

For further information please contact

Corporate Office OTOC Limited Tel (08) 9317 0628

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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	30 July 2015

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 entities controlled by Adam Lamond
Date of change	25 November 2015
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) Held in the name of A & T Lamond Super Fund>	53,129,315 fully paid ordinary shares 637,500 fully paid ordinary shares
Class	Fully paid ordinary shares
Number acquired	Nil

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number disposed	2,000,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$350,000
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) Held in the name of A & T Lamond Super Fund>	51,129,315 fully paid ordinary shares 637,500 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 sale of 500,000 to fellow director, Karl Paganin and sale of 1,500,000 to other existing shareholders.

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

art 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.

01/01/2011 Appendix 3Y Page 3

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	Karl Paganin
Date of last notice	19 October 2015

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 entities controlled by Karl Paganin
Date of change	25 November 2015
No. of securities held prior to change Icon Holdings Pty Ltd Icon Holdings Pty Ltd A/C> Icon Holdings Pty Ltd Fund A/C>	1,500,000 fully paid ordinary shares 1,500,000 fully paid ordinary shares 1,246,929 fully paid ordinary shares
Class	Fully paid ordinary shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired	500,000
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$87,500
No. of securities held after change Icon Holdings Pty Ltd Icon Holdings Pty Ltd A/C> Icon Holdings Pty Ltd Fund A/C>	1,500,000 fully paid ordinary shares 1,500,000 fully paid ordinary shares 1,746,929 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 purchase from fellow director, Adam Lamond

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 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

art 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.

01/01/2011 Appendix 3Y Page 3