VERIS LIMITED — Investor Presentation 2017

Feb 26, 2017

Slide 1

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Introduction

National Business Model and successful growth in NSW markets

• Through its national surveying strategy, Veris has created a diversified professional services business with over 400 employees and annualised revenue of approximately $65m

• Veris offers desirable investment exposure to growth in East Coast civil infrastructure and property investment

• National surveying strategy has mitigated declining resources construction and property development activity in Western Australia

• 1H FY2017 represents a transition from the ‘old’ business toward a national, East Coast-focused surveying company

• Surveying earnings growth expected in second half FY2017 given full period of earnings from recent acquisitions, second half seasonality and strong growth in underlying East Coast infrastructure markets

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Slide 2

1H FY17 – continued to build strength of business foundation

• Survey revenue $29.5m, up 19%

• Group EBITDA $4.9m, down 44%, including 50% reduction in OTOC Australia

• Financial Results  Cash $12.4m, net cash $0.9m  $25m CBA Acquisition Facility  Veris branding completed  Positioned survey business for East Coast ‘Infrastructure Boom’

• Strategic

• Achievements  Completed four acquisitions in 2H FY17, expanding market presence and specialist services  New acquisitions shall make full contributions to the second half FY17 earnings  Appointed first Regional Managing Partner – NSW in line with integrated operating structure  Higher survey earnings anticipated in 2H FY2017  Undertaking due diligence on a number of acquisition opportunities

• Outlook  Expanding East Coast surveying business  Steps taken towards separating the Contracting and ICT / Communication divisions

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Slide 3

1H FY17 Results

Surveying growth has mitigated reduced revenue from OTOC Australia

$m	1H FY17	1H FY16
Revenue	55.0	62.5
EBITDA	4.9	8.7
Depreciation	(1.7)	(1.3)
Amortisation	(2.0)	(1.5)
Acquisition related cost/income	(0.8)	1.1
Restructuring costs	(0.4)	-
Share-based payments	(0.4)	(0.3)
EBIT	(0.4)	6.8
Net interest expense	(0.4)	(0.4)
Profit before tax	(0.8)	6.4
Income tax benefit/(expense)	1.0	7.91
Net profit after tax	0.2	14.31

Slide 4

Note 1: Includes tax benefit related to historic earnings from Nauru

Revenue Analysis – growing exposure to NSW markets

Veris is developing a diversified revenue base, with increasing exposure to East Coast infrastructure and property

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Revenue by Location – 1H FY17 Revenue by Location – 1H FY16
NSW
NSW
NSW QLD VIC SA/TAS WA International NSW QLD VIC SA/TAS WA International
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• 40% of revenue from the East Coast, up from 23% in 1H FY16

• NSW revenue increased from $1.0m to $7.8m, representing c.14% of total revenue

• WA revenue fell from $23.9m (38%) to $12.2m (22%)

Slide 5

Segment Analysis

Professional Services (Surveying)

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$35
29.5
$30
24.6
$25
$20
$15
$10
4.7
3.6
$5
$0
1H FY17 1H FY16
Revenue $m EBITDA $m
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• Survey revenue up 19% to $29.5m, underpinned by growth in NSW

• WA revenue down 41% to $6.2m due to weak property and resources markets

• Acquired businesses performing in-line with expectations

• EBITDA margin 12.1% (1H FY16 19.1%), lower than forecast

• Integration costs incurred in advance of longer term savings

• WA region experiencing lower revenue and margin pressure

• Rising labour costs in NSW due to competition for senior surveyors; signs emerging of market normalisation as pressure rises for resources

Construction Services (OTOC Australia)

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$40 37.8
$35
$30 25.5
$25
$20
$15
$10 6.0
$5 3.0
$0
1H FY17 1H FY16
Revenue $m EBITDA $m
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• Revenue declined 33% to $25.5m

• WA infrastructure projects completed in prior half were not replaced, coinciding with reduced activity at Nauru; Nauru workload expected to be completed in Q3 FY17

• Strategic direction for OTOC Australia has been resolved by Board

• $4.8m Pilbara Minerals contract; additional stages yet to be awarded

• Strong progress in communications and technology

• Village entertainment system upgrade ($4.5m contract with Tier 1 client)

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Slide 6
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• Cumulative revenue from Bunnings ICT $6.8m

• Several legacy fixed cost items in WA operations shall lapse in Q4 FY17

Balance Sheet

Strong balance sheet capacity and undrawn facilities to fund national surveying strategy

Balance Sheet

• Strong balance sheet to fund organic growth and surveying acquisitions

$m	31 Dec 16	30 Jun 16
Cash	12.4	13.0
Hire Purchase Facilities	(7.7)	(6.8)
Commonwealth Bank Facility	(3.8)	(4.6)
Net Cash/(Debt)	0.9	1.6
Deferred Vendor Payments	3.7	3.0
Net Assets	66.9	53.3

• Raised $12.0m in September 2016

• WKC Spatial and Lester Franks (total up-front cash consideration $8.0m)

• Deferred vendor payments $1.8m paid in the half

• $25m CBA Acquisition Facility - $21.2m undrawn

Slide 7

Professional Services

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• Staged branding based on a deliberate marketing rationale

• Migration of brands to Veris has been scheduled

Market

Clients

Rationale

• $3.6bn annual revenue[1]

• Annual Growth 2016-21 in line with CPI and population migration[1]

• 3,650 businesses[1]

• Nationally fragmented

• Strong position to service East Coast infrastructure and property sectors

• National clients

• International investment

• Services required throughout lifespan of development

• Strategic partnerships

• Access to a national network

• Expanded skills and capabilities

• Innovative use of technology

• Exceptional outcomes for projects

• Investment access to early phases of infrastructure expenditure

Slide 8

1. IBISWorld Industry Report M6922. February 2016

Geographic coverage to support East Coast Infrastructure Boom

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Darwin
Cairns
Townsville
Prosperpine
Port Headland
Mackay
Karratha
Brisbane
Perth
Gunnedah
Newcastle
Port Augusta Adelaide
Sydney
Melbourne
 Geographic coverage supports a move towards
Regional Focus Eden
 Staff migration, client referrals and national
Devonport
expansion of key services are producing organic
growth opportunities Hobart Launceston
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NSW
Offices Total Staff
4 110
QLD / NT
Offices Total Staff
6 80
VIC / SA / TAS
Offices Total Staff
8 145
WA
Offices Total Staff
5 85
Total
Offices Total Staff
23 415
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Slide 9

National Survey Operations and Growth Plan – on track

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FY15 to FY16 FY17 to FY20 Growth Target
Revenue >$150m
Bolt-on EBITDA $25-30m
Revenue $65-75m Acquisitions
Organic
EBITDA $11-13m Growth
Improved
Revenue $20m Revenue Earnings
EBITDA $4m Platform Synergies
Acquisitions
EBITDA
Revenue EBITDA
EBITDA
Formed from listing post Land and Urban Land and Urban, Land and Urban 3D scanning, 2017 Acquisition Focus
Emerson Stewart acquisition Infrastructure, Resources Infrastructure Specialist consulting
2011 2012 2013 2014 2015 2016 2017 • NSW, VIC, SA, QLD
• Civil infrastructure
Infrastructure, ResourcesLand and Urban, Strategy Formalised and commences Infrastructure, Resources Land and Urban Infrastructure, ResourcesCivil, Process • Property scale
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Slide 10

Market Opportunities − Infrastructure

Record levels of infrastructure expenditure to be completed in NSW and SA

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Engineering Construction: value of work to be done
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14,000
NSW SA
12,000
10,000
8,000
6,000
4,000
2,000
0
$m
Mar-2010 Sep-2010 Mar-2011 Sep-2011 Mar-2012 Sep-2012 Mar-2013 Sep-2013 Mar-2014 Sep-2014 Mar-2015 Sep-2015 Mar-2016 Sep-2016
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• Australia is spending more public money on new transport infrastructure than any other major developed country[1] .

• The transport sector continues to be a major priority for the state (WA) with the Western Australian Government investing $1.8 billion in key roads and public transport infrastructure[2] .

• State governments looking to cash in with asset sales that can be recycled back into badly needed new infrastructure, such as in NSW, where the Baird government is ploughing billions from port and electricity privatisations into projects such as the Westconnex toll road[3] .

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1 Wall Street Journal. January 2017
2 PR Wire. March 2017
3 The Australian. March 2016
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Slide 11

Source: ABS

Integration

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Integration of our national surveying business shall be delivered in line with our Strategic Objectives

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FY 2017 Priorities

• Communicate our Vision

• Branding

• Acquisition & Organic Growth

• Deploy Corporate Values

• Target Operating Model

• Organisational design

• HSE Minimum Standards

• Deploy ERP across several businesses

• Talent development and resource utilisation

Slide 12

Investment Highlights

Developing a diversified professional services business; offering leading investment exposure to East Coast infrastructure growth

• Successful first half with four survey acquisitions and ‘Veris’ branding completed

• Investment in integration activity, business development and strategic hires, including appointment of first Regional Managing Partner, to deliver organic growth in NSW

• Acquisitions targeted at building Veris’ position as a market leader in the East Coast surveying industry

• Veris provides investors with early stage exposure to projected growth in East Coast infrastructure and property sectors and recurring work through the project life cycle

• Strong balance sheet position to maintain growth trajectory

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Slide 13

Disclaimer

This Document should not be considered as an offer or invitation to subscribe for or purchase any securities in Veris Limited (“Veris” or the “Company”) or as an inducement to make an offer or invitation with respect to those securities. No agreement to subscribe for securities in Veris should be entered into on the basis of this Document.

This Document contains high level information only and does not purport to be all inclusive or to contain all information which its recipients may require in order to make an informed assessment of Veris and its prospects. Any forecasts and forward looking information contained in this Document are subject to risks and uncertainties and are not a guarantee of future performance. Actual performance will almost certainly differ from those expressed or implied.

Veris makes no representation or warranty, express or implied, as to the accuracy, currency or completeness of the information presented herein. Information contained in this Document may be changed, amended or modified at any time by Veris. Veris is under no obligation to update any information or correct any error or omission which may become apparent after this Document has been issued.

To the extent permitted by law, Veris and its officers, employees, related bodies corporate and agents (‘Associates’) disclaim all liability, direct, indirect or consequential (and whether or not arising out of the negligence, default or lack of care of OTOC and/or its Associates) for any loss or damage suffered by recipients of this Document or other persons arising out of, or in connection with, any use of or reliance on this Document or information contained herein. By accepting this Document, the recipient agrees that it shall not hold OTOC or its Associates liable in any such respect for the provision of this Document or any other information provided in relation to this Document.

Recipients of this Document must make their own independent investigations, consideration and evaluation of the information contained herein. Any recipient that proceeds further with its investigations, consideration or evaluation of the information described herein shall make and rely solely upon its own investigations and inquiries and will not in any way rely upon this Document. Recipients of this Document should not act or refrain from acting in reliance on material in this Document.

Slide 14

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–

Perth Level 12, 3 Hasler Road T 08 9317 0600 Locked Bag 9 F 08 9317 0611 Osborne Park WA 6017 mail@veris.com.au Australia veris.com.au

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Slide 15