VERIS LIMITED

Appendix 4D

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VERIS LIMITED FOR THE HALF YEAR ENDED 31 DECEMBER 2016

The current reporting period is the half-year ended 31 December 2016. The prior reporting period is for the halfyear ended 31 December 2015.

RESULTS ANNOUCEMENT TO THE MARKET 31 DECEMBER 2016

RESULTS ANNOUCEMENT TO THE MARKET 31 DECEMBER 2016	RESULTS ANNOUCEMENT TO THE MARKET 31 DECEMBER 2016

Change from prior period Revenue 12% Expenses 7% Underlying Profit from operating activities Depreciation and Amortisation 32% Restructuring Costs & Acquisition Costs 212% Share-based Payments 37% Net profit / (loss) from operating activities 106% Net profit from operating activities after tax attributable to members 99% Net profit after tax for the period attributable to members 99%	$000’s 54,983 50,113
	4,870 3,642 1,217 396
	(385) 181 181

Explanation of Results

Following the affirmative resolution of the shareholders at the Annual General Meeting, the name of the company was changed from “OTOC Limited” to “Veris Limited” to commence a new brand for the Survey market in order to build on the strategic acquisition of a number of successful planning, design and surveying businesses, creating a national network with a significant presence across all major markets. Veris’ national identity and presence will maximise the opportunity of consolidation within the surveying, town planning and urban design industry.

Page 1 of 3

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Veris’ revenue for the period ended 31 December 2016 was $54,983,000; down from $62,486,000 in the prior corresponding period. Infrastructure revenues were down $12,305,000 compared to the corresponding period in 2015, reflecting the contraction of the resources and infrastructure market in Western Australia and winding down of Infrastructure projects in Nauru. Surveying revenues increased $4,802,000 with strong results in New South Wales and Victoria as a result of the continuing acquisition activity of the Company to create a national Survey Business.

EBITDA* of $4,870,000 was down from $8,741,000 recorded in the prior corresponding period of 2015. Including corporate overheads and non-recurring acquisition costs, the Company recorded a net profit after tax of $181,000, compared with a net profit after tax of $14,313,000 in the prior corresponding period.

The Surveying segment recorded EBITDA of $3,577,000; down from $4,696,000. The result was negatively impacted by continued challenging market conditions in Western Australia and regional Queensland where resources construction activity has significantly contracted in calendar 2016, placing pressure on pricing and reducing margins in those regions. During the prior corresponding period the EBITDA result was positively influenced by significant activity in the Northwest of Western Australia which has since contracted. Strong results from South-east Queensland, New South Wales and Victoria provide validation of the establishment of the national professional services business to provide sustainable growth and mitigate Veris’ exposure to the resources sector downturn. With pipeline projects showing significant and continued construction and government infrastructure growth in South-East Queensland, New South Wales and Victoria, it is anticipated growth in these areas will continue, combined with continuing acquisitions.

Western Australia has continued to see challenging economic conditions as a result of the downturn in the resources sector. In response, WA Operations continues to seek opportunities to reduce overheads and remain competitive, both in its smaller traditional market and also via its increased scope. An acquisition during the period has broadened its capability and adds a significant client base in gas infrastructure. Where possible, Veris is taking advantage of its national footprint to re-deploy staff to areas of activity to better manage demand and quality for its services, whilst saving on outsourcing during peak periods of demand.

Veris’ Infrastructure division, which continues to be branded as OTOC Australia, contributed $3,002,000 of EBITDA from operating activities, compared to $5,977,000 for the same period last year. OTOC Australia’s three year construction project on Nauru has been successfully delivered with numerous projects completed during the period and an anticipated demobilisation in Q3 of FY17. OTOC Australia will continue to manage overheads in line with project pipeline, and focus on sourcing and delivering infrastructure projects, including its remote communications solutions that meet managed growth criteria set by Board.

The Veris Limited Group is a national business; providing quality services to clients across Australia, with a strong cash balance of $12,403,000 at 31 December 2016 and additional financial facilities available. Veris is positioned for further acquisitions and continued growth in the surveying sector.

*EBITDA is defined as earnings before depreciation, amortisation, interest, tax, impairment, restructuring, share-based payments and acquisition costs and is an unaudited non-IFRS measure.

NTA Backing	31 December 2016	31 December 2015
	cents per share	cents per share
Net tangible assets per ordinary share	7.32 cents	6.66 cents

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Dividends declared

On 16 August 2016 the Company declared a fully franked dividend for 2016 of 0.5 cents per share, totalling $1,368,000; (2015: nil). The Dividend paid in cash to shareholders was $1,060,000 and 1,024,415 shares issued under the Dividend Reinvestment Plan.

Dividends or distribution reinvestment plan

Veris introduced a Dividend Reinvestment plan during the period. The Dividend Reinvestment Plan’s shortfall shares were underwritten by Veritas Securities Limited and 3,532,005 shares were issued to Veritas on the same date at 30.02 cents per share raising $1,060,307 (net of underwriting fees). The 30.02 price per share was based on 5% discount to the VWAP 5 days following the recording date.

Associates and joint venture entities

Not applicable.

Foreign entities GAAP applied

Not applicable.

Audit report

This report is based on the interim financial report which has been independently reviewed and is not subject to qualifications.

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31 December 2016 Interim Financial Report

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Veris Limited Interim Financial Report December 2016

Directors’ report	3
Condensed consolidated interim financial statements	7
Condensed consolidated statement of financial position	7
Condensed consolidated statement of profit or loss and	8
comprehensive income
Condensed consolidated statement of changes in equity	9
Condensed consolidated statement of cash flows	10
Basis of Preparation	11
Notes to the condensed consolidated interim financial statements	12
Directors’ declaration	21
Independent auditor’s report on review of condensed consolidated	22
interim financial
Lead auditor’s independence declaration	24
Corporate information	25

Veris Limited Interim Financial Report 31 December 2016

VERIS LIMITED 31 DECEMBER 2016 INTERIM FINANCIAL REPORT

Directors’ report

The directors of Veris Limited (the “Company” or “Veris”) present their report together with the consolidated financial statements of the group comprising Veris Limited and its controlled entities (together referred to as “the Group”), for the six months ended 31 December 2016 and the review report thereon.

Directors

The directors of the Company at any time during or since the end of the interim period are:

NAME ROLE PERIOD OF DIRECTORSHIP Non-executive Derek La Ferla Non-Executive Chairman Appointed 28 October 2011 Tom Lawrence Non-Executive Director Appointed 13 October 2011 Karl Paganin Non-Executive Director Appointed 19 October 2015 Executive Adam Lamond Executive Director Appointed 13 October 2011

DEREK LA FERLA | NON-EXECUTIVE CHAIRMAN

Mr La Ferla is an experienced corporate lawyer and company director with more than 30 years' experience. He 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. Mr La Ferla also serves as the chairman of Sandfire Resources Limited and Threat Protect Australia Limited and is a director of Goldfields Money Limited. He is a fellow of the Australian Institute of Company Directors (AICD) and member of the AICD Western Australian Council.

Special Responsibilities

Mr La Ferla is a member of the Nomination and Remuneration Committee and the Audit and Risk Committee.

Directorships in last 3 years

Sandfire Resources Limited (May 2010 – Current)

Threat Protect Australia Limited (September 2015 – Current)

Goldfields Money Limited (November 2015 – Current)

Interests in Shares

567,704 fully paid ordinary shares

Veris Limited Interim Financial Report 31 December 2016

Directors’ report (continued)

TOM LAWRENCE | NON-EXECUTIVE DIRECTOR

Mr Lawrence is a qualified accountant with a Bachelor of Laws and a Masters Degree in taxation. Mr Lawrence was the principal of Lawrence Business Management for over 15 years, providing tax and management advice to a diverse range of businesses. He now works as a solicitor for Capital Legal, advising clients on a broad range of business related transactions. Mr Lawrence has been an advisor to Veris from its inception.

Special Responsibilities

Mr Lawrence is the Chairman of the Audit and Risk Committee and a member of the Nomination and Remuneration Committee and OHS Committee.

Directorships in last 3 years

None

Interests in Shares

3,662,596 fully paid ordinary shares

KARL PAGANIN | NON-EXECUTIVE DIRECTOR

Mr 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 was a Director of Major Projects and Senior Legal Counsel for Heytesbury Pty Ltd (the private trading company of the Holmes à Court Family) which was the proprietor of John Holland Group Pty Ltd. Mr Paganin holds degrees in Law (B.Juris, LLB) and Arts (BA) from the University of Western Australia and is a Non-Executive Director of ASX listed Southern Cross Electrical Engineering Limited and Vice Chairman of the not for profit charity, Autism West Support Inc.

Special Responsibilities

Mr Paganin is the Chaiman of the Nomination and Remuneration Committee and a member of the Audit and Risk Committee and OHS Committee.

Directorships in last 3 years

Southern Cross Electrical Engineering Ltd (June 2015 – current)

Interests in Shares

4,825,991 fully paid ordinary shares

ADAM LAMOND | EXECUTIVE DIRECTOR

Mr Lamond founded his own electrical contracting business in 2003 which evolved into OTOC Contracting in 2008 and was subsequently listed on ASX in 2011 to become, Veris Limited. Mr Lamond has over 20 years’ experience in the mining industry with particular expertise in construction and electrical activities in remote Western Australia. Mr Lamond held the position of Chief Executive Officer of Veris Limited from its listing in October 2011 to January 2014 and during this time, led the Company into a new strategic direction and diversification. Mr Lamond stepped down from his role as Chief Executive Officer in January 2014 with the appointment of Simon Thomas and he now maintains a role as Executive Director – Business Development.

Directorships in last 3 years

None

Interests in Shares

44,766,815 fully paid ordinary shares

Veris Limited Interim Financial Report 31 December 2016

Directors’ report (continued)

Principal Activities

Veris Limited (ASX: VRS) offers surveying, design, planning and infrastructure services throughout Australia. A leading provider of professional consulting and innovative spatial solutions, Veris delivers quality service to clients across a range of industry sectors – including land development, infrastructure and engineering surveying, aerial mapping, laser scanning, town planning and urban design in addition to providing infrastructure construction and maintenance services to clients covering government, resources, utilities, remote area and renewable energy.

Review of operations

Following the affirmative resolution of the shareholders at the Annual General Meeting, the name of the company was changed from “OTOC Limited” to “Veris Limited” to commence a new brand for the Australian survey market in order to build on the strategic acquisition of a number of successful planning, design and surveying businesses, creating a national network with a significant presence across all major markets. Veris’ national identity and presence will maximise the opportunity of consolidation within the surveying, town planning and urban design industry.

*EBITDA is defined as earnings before depreciation, amortisation, interest, tax, impairment, restructuring, share-based payments and acquisition costs and is an unaudited non-IFRS measure.

Veris Limited Interim Financial Report 31 December 2016

Directors’ report (continued)

EBIT and EBITDA is a non-IFRS measure that in the opinion of Veris provides useful information to assess the financial performance of the Group. A reconciliation between statutory results and underlying results is provided below. The non-IFRS measure is unaudited:

For the six months ended: Total comprehensive income for the period Add back: Tax (benefit)/expense Net finance expense Restructuring costs Acquisition costs Share-based payment EBIT profit (loss) Depreciation Amortisation EBITDA	31 Dec 2016 31 Dec 2015 $000 181 $000 14,313 (1,011) 445 368 849 396 (7,917) 382 - (1,082) 289
	1,228 5,985 1,688 1,954 1,256 1,500
	4,870 8,741

Lead auditor’s independence declaration

The lead auditor’s independence declaration is set out on page 22 and forms part of the directors’ report for the six months ended 31 December 2016.

Rounding off

The Company is of a kind referred to in ASIC Instrument 2016/191 and in accordance with that Instrument, amounts in the condensed consolidated interim financial statements and directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated.

Signed in accordance with a resolution of the directors:

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Derek La Ferla

Chairman

Dated at Perth this 24th day of February 2017

Veris Limited Interim Financial Report 31 December 2016

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

*Note* Assets Current assets Cash and cash equivalents Trade and other receivables Work in progress Other current assets Current tax asset Total current assets Non-current assets Plant and equipment Intangible assets Deferred tax asset Total non-current assets Total assets Liabilities Current Liabilities Trade and other payables Deferred vendor payments 2 Loans and borrowings Employee benefits Current tax liability Total current liabilities Non-current liabilities Loans and borrowings Deferred vendor payments 2 Employee benefits Total non-current liabilities Total liabilities Net assets Equity Share capital Share based payment reserve 5 Retained earnings Total equity	31 Dec	30 Jun 2016 $000 12,968 14,353 6,750 1,856 42
	2016
	$000

	12,403
	17,923
	6,951
	1,295
	-
	38,572	35,969
		8,048 31,844 6,716

	10,592
	43,407
	6,543
	60,542	46,608
	99,114	82,577


		10,384 2,700 7,799 4,092 -
	9,603
	2,229
	4,312
	5,607
	608
	22,359	24,975
		3,593 300 411

	7,156
	1,500
	928
	9,584	4,304
	31,943	29,279
	67,171	53,298


	37,286	22,622 1,449 29,227
	1,845
	28,040
	67,171	53,298

The condensed notes on pages 12 to 20 are an integral part of these consolidated interim financial statements.

Veris Limited Interim Financial Report 31 December 2016

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

For the six months ended 31 December 2016 *Note* Revenue Expenses Depreciation Amortisation Acquisition related cost/(income) Restructuring costs Share-based payment Results from operating activities Financial income Finance costs Net finance costs Profit (loss) before income tax Income tax benefit (expense) 6 Profit for the period Total comprehensive income for the period Earnings per share Basic earnings cents per share Diluted earnings cents per share
	2016	2015 $000 62,486 (53,745)
	$000

	54,983
	(50,113)
	4,870	8,741 (1,256) (1,500) 1,082 - (289)

	(1,688)
	(1,954)
	(849)
	(368)
	(396)
		6,778 38 (420)
	(385)

	28
	(473)
		(382)
	(445)
		6,396
	(830)
		7,917
	1,011
		14,313
	181
		14,313
	181

	0.06	5.42
	0.06	5.42

The condensed notes on pages 12 to 20 are an integral part of these consolidated interim financial statements.

Veris Limited Interim Financial Report December 2016

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 December 2016

*Note* Share Capital Share Based Payment Reserve Retained Earnings Total Equity $000 $000 $000 $000 Balance at 1 July 2016 22,622 1,449 29,227 53,298 Total comprehensive income for the period Profit for the period - - 181 181 Total comprehensive profit for the period - - 181 181 Transactions with owners of the Company, recognised directly in equity Issue of ordinary shares (net of costs) 14,664 - - 14,664 Dividends paid - - (1,368) (1,368) Share-based payment transactions 5 - 396 - - Total transactions with owners of the Company 14,664 396 (1,368) 13,692 Balance at 31 December 2016 37,286 1,845 28,040 67,171 During the period the company issued 44.4 million shares to raise $12,000,000. The company also issued 4.9 million shares valued at $1,500,000 as part consideration for the acquisition of Lawrence Group; 1.9 million shares valued at $500,000 as part consideration for the acquisition of Lester Franks; and 4.5 million shares valued at $1,350,000 as a result of the Dividend Reinvestment Plan. For the six months ended 31 December 2015 *Note* Share Capital Share Based Payment Reserve Retained Earnings Total Equity $000 $000 $000 $000 Balance at 1 July 2015 22,155 399 9,529 32,083 Total comprehensive income for the period Profit for the period - - 14,313 14,313 Total comprehensive profit for the period - - 14,313 46,396 Transactions with owners of the Company, recognised directly in equity Issue of ordinary shares - - - - Share-based payment transactions 5 - 289 - 289 Total transactions with owners of the Company - 289 - 289 Balance at 31 December 2015 22,155 688 23,842 46,685	Share Capital Share Based Payment Reserve Retained Earnings Total Equity $000 $000 $000 $000	Share Capital Share Based Payment Reserve Retained Earnings Total Equity $000 $000 $000 $000
	22,622 1,449 29,227 53,298


	- - 181 181
	- - 181 181


	14,664 - - 14,664
	- - (1,368) (1,368)
	- 396 - -


	14,664 396 (1,368) 13,692
	37,286 1,845 28,040 67,171
	22,155 399 9,529	32,083

	- - 14,313	14,313
	- - 14,313	46,396

	- - -	-
	- 289 -	289
	- 289 -	289


	22,155 688 23,842	46,685

During the period the company issued 44.4 million shares to raise $12,000,000. The company also issued 4.9 million shares valued at $1,500,000 as part consideration for the acquisition of Lawrence Group; 1.9 million shares valued at $500,000 as part consideration for the acquisition of Lester Franks; and 4.5 million shares valued at $1,350,000 as a result of the Dividend Reinvestment Plan.

The condensed notes on pages 12 to 20 are an integral part of these consolidated interim financial statements.

Veris Limited Interim Financial Report December 2016

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 31 December 2016 *Note* Cash flows from operating activities Receipts from customers Payments to suppliers and employees Cash generated from operations Interest paid Interest received Net cash from operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment Purchase of property, plant and equipment Deferred vendor payment Acquisition of subsidiaries net of cash acquired Net cash (used in) investing activities Cash flows from financing activities Dividends paid Repayment of borrowings and lease liabilities Proceeds from share issues (net of costs) Net cash (used in) from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 31 December
	2016	2015 $000 57,583 (51,584)
	$000


	59,457
	(57,945)
	1,512	5,999 (420) 38
	(472)
	27
	1,067	5,617
		284 (1,174) (1,648) -

	229
	(295)
	(1,771)
	(7,500)
	(9,337)	(20,809)
		- (3,103) -

	(1,060)
	(3,575)
	12,340
	7,705	(3,103)
		6,257 10,182
	(565)
	12,968
	12,403	10,158

The condensed notes on pages 12 to 20 are an integral part of these consolidated interim financial statements.

BASIS OF PREPARATION

REPORTING ENTITY

Veris Limited (the “Company” or “Veris”) is a for-profit company domiciled in Australia. The condensed consolidated interim financial statements of the Company as at and for the six months ended 31 December 2016 comprises the Company and its subsidiaries (together referred to as the “Group”). The Group is a diversified infrastructure and survey solutions company.

The consolidated annual financial statements of the Group as at and for the year ended 30 June 2016 are available upon request from the Company’s registered office at Level 12, 3 Hasler Road Osborne Park WA 6017 or at www.Veris.com.au

STATEMENT OF COMPLIANCE

The condensed consolidated interim financial statements are general purpose financial statements prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001, and with IAS 34 Interim Financial Reporting .

Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at and for the year ended 30 June 2016. The consolidated interim financial statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated annual financial statements of the Group as at and for the year ended 30 June 2016.

These condensed consolidated interim financial statements were approved by the Board of Directors on 24 February 2017.

The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 and in accordance with the legislative instrument, amounts in the consolidated interim financial statements have been rounded off to the nearest thousand dollars, unless otherwise stated.

JUDGEMENTS AND ESTIMATES

Preparing interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30 June 2016.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies applied by the Group in the condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2016.

Veris Limited Interim Financial Report December 2016

Page 11 VERIS.COM.AU

NOTES

1. OPERATING SEGMENTS

The Group has two reportable segments that are being managed separately by the service provided as described below:

Surveying – provides surveying, mapping and town planning services across Australia
Infrastructure – provides turnkey construction and installation services to the resources and infrastructure sectors.

Information regarding the results of each reporting segment is detailed below for the six months ended 31 December.

Information about reportable segments

Revenues Inter-segment revenues External revenues Costs Inter-segment costs External costs EBITDA Depreciation Amortisation EBIT for reportable segments Segment assets Segment liabilities	Surveying Infrastructure Total
	2016 2015 2016 2015 2016 2015 $000 $000 $000 $000 $000 $000 30,380 25,476 25,532 37,876 55,912 63,352 (929) (827) - (39) (929) (866)
	29,451 24,649 25,532 37,837 54,983 62,486 (26,351) (20,072) (22,982) (32,607) (49,333) (52,679) 477 119 452 747 929 866
	(25,874) (19,953) (22,530) (31,860) (48,404) (51,813) 3,577 4,696 3,002 5,977 6,579 10,673 (1,419) (970) (211) (282) (1,630) (1,252) (1,954) (1,500) - - (1,954) (1,500)
	204 2,226 2,791 5,695 2,995 7,921 Dec 2016 June 2016 Dec 2016 June 2016 Dec 2016 June 2016 $000 $000 $000 $000 $000 $000 70,584 52,777 16,892 18,043 87,476 70,820 15,621 11,988 8,582 10,736 24,203 22,724

Revenue from two major customers of the Group (Canstruct Pty Ltd and BHP Billiton Iron Ore Pty Ltd), individually representing more than 10% of total Group revenue, represented approximately $21,900,000 during the six months ended 31 December 2016. (2015: two major customers of more than 10% representing approximately $31,600,000).

EBITDA is defined as earnings before depreciation, amortisation, interest, tax, impairment, restructuring, share-based payments and acquisition costs.

EBIT is defined as earnings before interest, tax, impairment, restructuring, share-based payments and acquisition costs.

Veris Limited Interim Financial Report December 2016

Page 12 VERIS.COM.AU

1. OPERATING SEGMENTS (CONTINUED)

RECONCILIATIONS OF REPORTABLE SEGMENT REVENUES, PROFIT OR LOSS, ASSETS AND LIABILITIES

Revenues Total revenue for reportable segments Elimination of inter-segment revenue Consolidated revenue Expenses Total expenses for reportable segments Elimination of inter-segment costs Unallocated amounts - other corporate expenses Consolidated expenses Profit (loss) EBIT for reportable segments Unallocated amounts - other corporate expenses Acquisition related cost/income Restructuring costs Net finance expense Consolidated profit (loss) before income taxes Assets Total assets for reportable segments Other unallocated amounts Consolidated total assets Liabilities Total liabilities for reportable segments Other unallocated amounts Consolidated total liabilities	2016 2015 $000 $000 55,912 63,352 (929) (866)
	54,983 62,486 49,333 52,679 (929) (866) 1,709 1,932
	50,113 53,745 2,995 7,921 (2,163) (2,225) (849) 1,082 (368) - (445) (382)
	(830) 6,396
	Dec 2016 $000 June 2016 $000 87,476 70,820 11,658 11,757
	99,114 82,577
	24,203 22,724 7,740 6,555
	31,943 29,279

Veris Limited Interim Financial Report December 2016

Page 13 VERIS.COM.AU

2. ACQUISITIONS

During the period, the Company made the following acquisitions as part of its national surveying and strategic plan as detailed below:

ACQUISITION OF BUSINESS – LAWRENCE GROUP PTY LTD.

On 29 July 2016, the Group entered into an agreement to acquire Lawrence Group Pty Ltd, a Sydney-based surveying consultancy. The purchase price comprises of $3,900,000 in cash and $1,500,000 in the Company’s shares. A further $1,000,000 in cash will be paid if Lawrence achieves performance milestones. A net working capital adjustment will be paid (refunded) following completion of the acquisition. Details of the acquisition including total consideration transferred, goodwill recognition, identifiable assets acquired and liabilities assumed was provided at note 3 in the Company’s 30 June 2016 Annual report. Further to the items identified on acquisition, the Company has recognised Deferred Tax assets of $91,000 against the transaction, and performed the net working capital adjustment on completion, which amounted to a refund of $299,000. Subject to the Share Sale Agreement with the vendors, no performance milestones had elapsed during the reporting period.

The identified assets and liabilities reflected at settlement were revised as follows:

Cash Customer Relationships Trade and other receivables WIP Other current assets Property, plant and equipment Deferred tax asset Trade and other payables Employee benefits Loans and borrowings Current Tax Liability Deferred Tax Liability	30 June 2016 Disclosure $000 At Settlement $000 136 1,980 1,208 - 33 1,046 - (485) (262) (818) (173) - 174 1,980 1,145 320 92 1,025 91 (864) (344) (863) (1) (594)
	2,665 2,161

The amendment to the provisional goodwill recognised as a result of the above amendments is as follows:

Total consideration transferred Fair value of identifiable assets and liabilities Goodwill	30 June 2016 Disclosure $000 At Settlement $000 6,385 (2,665) 6,085 (2,161)
	3,720 3,924

ACQUISITION OF BUSINESS – WKC SPATIAL

On 5 August 2016, the Group’s subsidiary Whelans Australia Pty Ltd (“Whelans”) acquired the business and certain assets of WKC Spatial (“WKC”). WKC is a geospatial, cadastral surveying and engineering business, based in Midland, Western Australia. The purchase consideration of $1,900,000 was paid in cash with an additional scope for a royalty of 10% of the revenue for specific projects related to the prior owner’s business development activities. The acquisition provides expertise and established client relationships within the gas infrastructure industry, complementing existing activities already undertaken by Whelans.

In the period since acquisition to 31 December 2016, WKC contributed revenue of $1,201,000 and EBIT loss of ($183,000) to the Group’s results. If the acquisition had occurred on 1 July 2016, Management estimates that revenue would have been $1,400,000 and contributed EBIT loss would have been ($219,000). In determining these amounts, Management have assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 July 2016.

Veris Limited Interim Financial Report December 2016

Page 14 VERIS.COM.AU

2. ACQUISITIONS – (continued)

Consideration transferred

At balance date, Management is of the view that the specific circumstances to incur a liability for the potentially payable royalty are not yet sufficient to warrant accounting for in accordance with AASB 3.

Identifiable assets acquired and liabilities assumed

The following summarises the recognised amounts of assets acquired and liabilities assumed at the acquisition date.

Customer Relationships Property, plant and equipment Employee benefits - current Deferred Tax Liability Additional rectification works – pre-acquisition project	$000
	1,200 285 (302) (360)
	(158)
	665

The fair values of assets and liabilities have been determined on a provisional basis.

Goodwill

Goodwill arising from the acquisition has been recognised as follows:

Total consideration transferred Fair value of identifiable assets and liabilities Goodwill	$000
	1,900 (665)
	1,235

The goodwill is attributable mainly to the skills and technical talent of WKC Spatial’s workforce, and the synergies expected to be achieved from integrating the company into Whelans existing surveying business.

ACQUISITION OF BUSINESS - GOODWIN MIDSON

On 2 November 2016, the Group’s subsidiary Queensland Surveying Pty Ltd acquired the business and certain assets of Hillmir Pty Ltd trading as Goodwin Midson (“Goodwin Midson”), a geospatial, cadastral surveying and engineering business, based in Brisbane Queensland. The purchase consideration of $500,000 was paid in cash with an additional royalty payment of 5% of gross revenue for the proceeding 12 month period, estimated at a maximum value of $100,000.

The acquisition provides expertise and established client relationships within the construction and telecommunications industries, significant survey expert witness reputation and additional capacity for cadastral, geospatial, drafting, and GIS.

In the period since acquisition to 31 December 2016, Goodwin Midson contributed revenue of $359,000 and EBIT of $56,000 to the Group’s results. If the acquisition had occurred on 1 July 2016, Management estimates that revenue would have been $2,200,000 and contributed EBIT would have been $339,000. In determining these amounts, Management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 July 2016.

Veris Limited Interim Financial Report December 2016

Page 15 VERIS.COM.AU

2. ACQUISITIONS – (continued)

Consideration transferred

The following table summarises the acquisition- date fair value of each major class of consideration transferred.

Cash Deferred vendor payment	$000
	500
	100
	600

Deferred vendor payment

As part of the purchase price, Queensland Surveying has agreed to pay the vendor a royalty payment in respect of awarded future work and developed relationships with established clients, amounting to 5% of the revenue specific to the Goodwin Midson business for the following 12 months from date of settlement, payable quarterly. A full provision of $100,000 amounting to the maximum estimated amount payable has been recognised as deferred consideration at acquisition on the basis that the revenue target will be reached. If the targets are not reached, the fair value amount of the deferred consideration will be reduced in accordance with the asset sale agreement.

Identifiable assets acquired and liabilities assumed

The following summarises the recognised amounts of assets acquired and liabilities assumed at the acquisition date.

Cash (overdraft) Customer Relationships Property, plant and equipment Employee benefits Deferred Tax Liability	$000
	(16) 576 81 (19) (173)
	449

The fair values of assets and liabilities have been determined on a provisional basis.

Goodwill

Goodwill arising from the acquisition has been recognised as follows:

Total consideration transferred Fair value of identifiable assets and liabilities Goodwill	$000
	600 (449)
	151

The goodwill is attributable mainly to the skills and technical talent of Goodwin Midson’s workforce, and the synergies expected to be achieved from integrating the company into the Group’s existing surveying business.

ACQUISITION OF BUSINESS – LESTER FRANKS SURVEY & GEOGRAPHIC PTY LTD

On 1 December 2016, the Group acquired the assets of Lester Franks Survey & Geographic Pty Ltd, a specialist geospatial, surveying and engineering business. Consideration paid was $1,700,000 cash, issue of $500,000 ordinary shares and potential future performance consideration of up to $1,400,000, subject to the achievement of financial hurdles.

The acquisition brings specialised surveying skills to the group, including high-end 3D scanning, metrology and

consulting capabilities.

In the period since acquisition to 31 December 2016, Lester Franks contributed revenue of $400,000 and an EBIT loss of $60,000 to the Group’s results. If the acquisition had occurred on 1 July 2016, Management estimates that contributed revenue and would have been $2,900,000 and EBIT profit of $200,000. In determining these amounts, Management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 July 2016.

Veris Limited Interim Financial Report December 2016

Page 16 VERIS.COM.AU

2. ACQUISITIONS – (continued)

Consideration transferred

The following table summarises the acquisition- date fair value of each major class of consideration transferred.

Cash Equity instruments (1.852 million ordinary shares) Deferred vendor payment Provision for net asset adjustment due January 2017	$000
	1,767
	481 1,400 104
	3,752

Equity instruments issued

The fair value of the ordinary shares issued was based on the share price of the Company at 1 December of $0.26 per share.

Deferred vendor payment

As part of the purchase price the Company has agreed to pay the vendors of Lester Franks an earn-out of $1,400,000 in two tranches over 2 years subject to meeting certain EBITDA hurdles of at least $2,800,000 and Revenue of $6,250,000 in a performance period. A full provision of $1,400,000 has been recognised as deferred consideration at acquisition on the basis that management forecasts targets will be reached. If the targets are not reached, the fair value amount of the deferred consideration will be reduced in accordance with the asset sale agreement and credited to profit or loss.

Identifiable assets acquired and liabilities assumed

The following summarises the recognised amounts of assets acquired and liabilities assumed at the acquisition date.

Cash Customer Relationships Trade and other receivables WIP Other current assets Property, plant and equipment Current tax asset Deferred tax asset Trade and other payables Employee benefits Loans and borrowings Deferred Tax Liability	$000
	58 2,900 1,155 233 189 1,427 138 517 (681) (861) (1,473) (870)
	2,732

The fair values of assets and liabilities have been determined on a provisional basis.

Goodwill

Goodwill arising from the acquisition has been recognised as follows:

Total consideration transferred Fair value of identifiable assets and liabilities Goodwill	$000
	3,752 (2,732)
	1,020

The goodwill is attributable mainly to the skills and technical talent of Lester Frank’s workforce, and the complementary addition to geographical and capability spread to the existing survey businesses previously acquired by Veris Limited.

2. ACQUISITIONS – ACQUISITION COSTS

The Group incurred acquisition costs of $849,000 to acquire new surveying businesses which is recognised in the Statement of Profit and Loss and Other Comprehensive Income.

Veris Limited Interim Financial Report December 2016

Page 17 VERIS.COM.AU

3. DIVIDENDS

The Dividend Reinvestment Plan’s shortfall shares were underwritten by Veritas Securities Limited and 3,532,005 shares were issued to Veritas on the same date at 30.02 cents per share raising $1,060,307 (net of underwriting fees). The 30.02 cents price per share was based on 5% discount to the VWAP 5 days following the recording date.

4. FINANCIAL INSTRUMENTS

The Group’s financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the year ended 30 June 2016. For further information on deferred vendor payments refer to Note 2.

5. SHARE-BASED PAYMENTS

As at 31 December 2016, the Group had the following share-based payment arrangements.

On 12 November 2014, the Group granted Performance Rights to eligible employees under the Group’s Long Term Incentive Plan to motivate and reward their performance in achieving specified performance milestones in respect of the financial years ended 30 June 2015 to 30 June 2017. The Performance Rights are subject to continued employment and achievement of (relative total shareholder return and compounded earnings per share growth), and vesting times as follows:

Number of Performance Rights granted during 2015			Vested during 2016 (B)
	Vesting Date (A)	Lapsed during year ended 30 June 2015
				Vesting Hurdles


				50% rTSR		50% EPS CAGR
2,149,490	30 June 2015	(2,149,490)	-	<50th percentile	Nil	<6%	Nil
2,149,491	30 June 2016	-	2,149,491	>50th percentile, <75th percentile	50%, plus 2% for every one percentile increase above 50th percentile	>6%- <24%	pro rata vesting between 25%-100%
4,298,981	30 June 2017	-	-	75thpercentile or more	100%	24%>	100%
8,597,962		(2,149,490)	2,149,491

(A) On vesting, Performance Rights will automatically convert to ordinary shares on a one to one basis. Performance Rights that do not vest will lapse.

An unvested Performance Right will lapse on the earlier to occur of:

i. failure to satisfy applicable vesting conditions;
ii. the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii. the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right;
iv. in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or subsidiary;
v. the expiry date; or

vi. the seven year anniversary of the date of grant of Performance Rights

(B) On 25 August 2016, 2,149,490 Performance Rights vested due to vesting of the second tranche (25%) of the Performance Rights granted on 12 November 2014 to key executives under the OTOC Employee Incentive Scheme as approved by shareholders 3 November2014 following achievement of the rTSR and EPSCAGR financial hurdles.

Veris Limited Interim Financial Report December 2016

Page 18 VERIS.COM.AU

5. SHARE-BASED PAYMENTS (continued)

On 20 January 2016, the Group granted Performance Rights to eligible employees under the Group’s Long Term Incentive Plan in respect of the financial years ended 30 June 2016 to 30 June 2018. Subject to continued employment and achievement of financial performance hurdles (relative total shareholder return and compounded earnings per share growth), the Performance Rights will vest as follows:

Number of Performance Rights granted during 2015
		Lapsed during 2016 (B)	Cancelled during the Period (C)
	Vesting Date (A)
				Vesting Hurdles



				50% rTSR		50% EPS CAGR
2,239,415	30 June 2017	-	-	<50th percentile	Nil	5%	Nil
17,405,535	30 June 2018	(1,706,897)	(4,373,564)	>50th percentile, <75th percentile	50%, plus 2% for every one percentile increase above 50th percentile	>5%- <25%	pro rata vesting between 25%-100%
				75th percentile or more	100%	25%>	100%
19,644,950		(1,706,897)	(4,373,564)

(A) On vesting, Performance Rights will automatically convert to ordinary shares on a one for one basis. Performance Rights that do not vest will lapse. An unvested Performance Right will lapse upon the earlier to occur of:
i. failure to satisfy the applicable vesting conditions;
ii. the holder purporting to transfer the Performance Right otherwise than with the consent of the Board or by force of law;
iii. the employment of the holder ceasing, where such a condition was imposed on the grant of the Performance Right; iv. in the opinion of the Board, the holder commits any fraudulent or dishonest act or is in breach of his or her obligations to the Company or subsidiary;
v. the expiry date; or
vi. the seven year anniversary of the date of grant of the Performance Rights.
(B) During the year ended 30 June 2016, 1,706,897 Performance Rights lapsed on cessation of employment of executives
(C) During the period ended 31 December 2016, 4,373,564 Performance Rights were cancelled on cessation of employment of executives.

Measurement of Fair Values of Share-Based Payments

The fair value of the Performance Rights issued under the Group’s Long Term Incentives has been measured using the Monte Carlo simulation model incorporating the probability of the relative TSR vesting condition being met. The inputs used in the measurement of the fair values at grant date of the equity-settled share-based payments plans were as follows:

	Tranche 1	Tranche 1	Tranche 2	Tranche 2	Tranche 3	Tranche 3

Performance Measure	rTSR	EPSCAGR	rTSR	EPSCAGR	rTSR	EPSCAGR

Share price at grant date	$0.175	$0.175	$0.175	$0.175	$0.175	$0.175
Exercise price	N/A	N/A	N/A	N/A	N/A	N/A
Volatility	85%	85%	85%	85%	85%	85%
Performance Period	1 Jul 2015 – 30 Jun 2017		1 Jul 2015 – 30 Jun 2018		1 Jul 2015 – 30 Jun 2018
Risk Free Rate	2.06%	2.06%	2.13%	2.13%	2.13%	2.13%
Remaining Life	0.62 years	0.62 years	1.62 years	1.62 years	1.56 years	1.56 years
Fair value at grant date	$0.173	$0.175	$0.169	$0.175	$0.170	$0.175

Veris Limited Interim Financial Report December 2016

Page 19 VERIS.COM.AU

5. SHARE-BASED PAYMENTS (continued)

The measure of expected volatility used is the annualised standard deviation of the historical TSR for Veris and each constituent of the ASX All Ords for the length of time equal to the corresponding vesting period prior to the grant date.

6. TAX EXPENSE (BENEFIT)

Tax expense is recognised based on the best estimate of the weighted average annual income tax rate expected for the full financial year applied to the pre-tax income of the interim period.

Reconciliation of effective tax rate:

Profit (loss) before income tax Income tax at 30% (2015: 30%) Add (less) tax effect of: Effect of Foreign Tax rates on tax payable Other non-allowable /assessable items Adjustments for prior periods Income Tax Expense / (Benefit)	2016 2015 $000 $000 (830) 6,396 (249) 1,919 (990) 204 (1,877) (250) 24 (7,709)
	(1,011) (7,917)

7. SUBSEQUENT EVENT

No significant subsequent events occurred since the end of the period.

Veris Limited Interim Financial Report December 2016

Page 20 VERIS.COM.AU

Veris Limited

DIRECTORS’ DECLARATION

In the opinion of the directors of Veris Limited (“the Company”):

the condensed consolidated financial statements and notes set out on pages 7 to 20, are in accordance with the Corporations Act 2001 including:
(a) giving a true and fair view of the Group’s financial position as at 31 December 2016 and of its performance for the six month period ended on that date; and
(b) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the directors:

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Derek La Ferla

Chairman

Dated at Perth this 24th day of February 2017

Veris Limited Interim Financial Report December 2016

Page 21 VERIS.COM.AU

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Independent auditor’s review report to the members of Veris Limited

Report on the financial report

We have reviewed the accompanying interim financial report of Veris Limited, which comprises the condensed consolidated statement of financial position as at 31 December 2016, condensed consolidated statement of profit and loss and comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the halfyear ended on that date, notes 1 to 7 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the company and the entities it controlled at the half-year’s end or from time to time during the halfyear.

Responsibility of the Directors for the interim financial report

The directors of the company are responsible for the preparation of the interim financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the interim financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility for the review of the interim financial report

Our responsibility is to express a conclusion on the interim financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the interim financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Group’s financial position as at 31 December 2016 and its performance for the half-year ended on that date; and complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As auditor of Veris Limited ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of an interim financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under Professional Standards Legislation.

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Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the interim financial report of Veris Limited is not in accordance with the Corporations Act 2001 , including:

(a) giving a true and fair view of the Group’s financial position as at 31 December 2016 and of its performance for the half-year ended on that date; and
(b) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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KPMG

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R Gambitta Partner

Perth

24 February 2017

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Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

To: the directors of Veris Limited

I declare that, to the best of my knowledge and belief, in relation to the review for the half-year ended 31 December 2016 there have been:

(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and
(ii) no contraventions of any applicable code of professional conduct in relation to the review.

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KPMG

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R Gambitta Partner

Perth

24 February 2017

KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

Liability limited by a scheme approved under Professional Standards Legislation.

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Perth Level 12, 3 Hasler Road Locked Bag 9 Osborne Park WA 6017 Australia T 08 9317 0600 F 08 9317 0611 [email protected] Veris.com.au

Corporate Information

The registered office of the company is:

Veris Limited Level 12, 3 Hasler Road Osborne Park WA 6017

The principal place of business is:

Veris Limited Level 12, 3 Hasler Road Osborne Park WA 6017 Telephone: (08) 9317 0600

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AI assistant

VERIS LIMITED — Interim / Quarterly Report 2017

66021_rns_2017-02-26_5d6fdaf4-8161-4895-bbd2-4607816dcb44.pdf

Appendix 4D

VERIS LIMITED FOR THE HALF YEAR ENDED 31 DECEMBER 2016

RESULTS ANNOUCEMENT TO THE MARKET 31 DECEMBER 2016

Explanation of Results

Dividends declared

Dividends or distribution reinvestment plan

Associates and joint venture entities

Foreign entities GAAP applied

Audit report

Veris Limited

Contents

VERIS LIMITED 31 DECEMBER 2016 INTERIM FINANCIAL REPORT

Directors’ report

Directors

DEREK LA FERLA | NON-EXECUTIVE CHAIRMAN

Special Responsibilities

Directorships in last 3 years

Interests in Shares

Directors’ report (continued)

TOM LAWRENCE | NON-EXECUTIVE DIRECTOR

Special Responsibilities

Directorships in last 3 years

Interests in Shares

KARL PAGANIN | NON-EXECUTIVE DIRECTOR

Special Responsibilities

Directorships in last 3 years

Interests in Shares

ADAM LAMOND | EXECUTIVE DIRECTOR

Directorships in last 3 years

None

Interests in Shares

Directors’ report (continued)

Principal Activities

Review of operations

Directors’ report (continued)

Lead auditor’s independence declaration

Rounding off

Derek La Ferla

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 December 2016

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

BASIS OF PREPARATION

REPORTING ENTITY

STATEMENT OF COMPLIANCE

JUDGEMENTS AND ESTIMATES

SIGNIFICANT ACCOUNTING POLICIES

NOTES

1. OPERATING SEGMENTS

Information about reportable segments

1. OPERATING SEGMENTS (CONTINUED)

RECONCILIATIONS OF REPORTABLE SEGMENT REVENUES, PROFIT OR LOSS, ASSETS AND LIABILITIES

2. ACQUISITIONS

ACQUISITION OF BUSINESS – LAWRENCE GROUP PTY LTD.

ACQUISITION OF BUSINESS – WKC SPATIAL

2. ACQUISITIONS – (continued)

Consideration transferred

Identifiable assets acquired and liabilities assumed

Goodwill

ACQUISITION OF BUSINESS - GOODWIN MIDSON

2. ACQUISITIONS – (continued)

Consideration transferred

Deferred vendor payment

Identifiable assets acquired and liabilities assumed

Goodwill

ACQUISITION OF BUSINESS – LESTER FRANKS SURVEY & GEOGRAPHIC PTY LTD

2. ACQUISITIONS – (continued)

Consideration transferred

Equity instruments issued

Deferred vendor payment

Identifiable assets acquired and liabilities assumed

Goodwill

2. ACQUISITIONS – ACQUISITION COSTS

3. DIVIDENDS

4. FINANCIAL INSTRUMENTS

5. SHARE-BASED PAYMENTS

VERIS LIMITED Interim / Quarterly Report 2017