VERIS LIMITED — M&A Activity 2016

Jul 28, 2016

T (61 8) 9317 0600 A Level 12, 3 Hasler Road | P Locked Bag 9 Osborne Park BC WA 6017, Australia

W www.otoc.com.au

==> picture [163 x 46] intentionally omitted <==

ASX/MEDIA RELEASE - OTC

29 July 2016

OTOC COMPLETES LAWRENCE ACQUISITION

Further to the announcement of 30 June 2016, OTOC is pleased to announce it has completed the acquisition of Lawrence Group Pty Ltd ( “Lawrence” ), a Sydney-based surveying consultancy (“ the Acquisition” ).

The Acquisition enhances OTOC’s surveying business in New South Wales, adding scale and capability to OTOC’s existing surveying businesses in civil infrastructure (Geo-Metric) and expertise in construction surveying that is complementary to existing strata and urban development capability (Linker).

Established in Sydney in 2003, Lawrence is a multi-disciplinary surveying consultancy with expertise in residential and commercial construction, civil infrastructure and land development. Lawrence has developed a blue-chip client base across each of its service capabilities, including Lend Lease, Thiess, Parkview, Richard Crookes and Roads and Maritime Services.

The up-front purchase price for the Acquisition is $3.85 million in cash and $1 million in new fully paid ordinary shares in OTOC[1] . The cash and share consideration has today been issued to the vendors of Lawrence.

Commenting on the Acquisition, OTOC CEO Simon Thomas said:

“The Acquisition further positions OTOC as a market leader in New South Wales and is a significant milestone in OTOC’s national strategy.

“Lawrence brings significant experience across the property, construction and infrastructure sectors and are highly regarded within the industry. I am pleased to welcome the Lawrence team to the Group, and I look forward to partnering with them.”

- Ends -

About OTOC

OTOC offers surveying, planning and design 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 Australia, OTOC’s Infrastructure division provides infrastructure construction and maintenance services to clients covering renewable energy, government, resources, utilities and remote areas.

For further information please contact

Corporate Office OTOC Limited Tel (08) 9317 0628

1 4.95m OTOC shares issued at 30-day VWAP prior to the announcement of the acquisition on 30 June 2016 of $0.202. Shares are subject to a voluntary escrow period of 12 months.

Page | 1

ABN 80 122 958 178 ACN 122 958 178