#1Capital Raising - Investor Presentation Leverage to infrastructure and resource sector spend April 2021 verbrec evolution engineered#2Disclaimer This investor presentation (Presentation) has been prepared by Verbrec Limited ACN 127 897 689 (the Company or Verbrec). It contains general information about the Company as at the date of this Presentation in connection with the proposed placement of new fully paid ordinary shares in the Company (New Shares) to eligible institutional, sophisticated or professional investors (Placement). The Company reserves the right to withdraw or vary the Placement. The information in this Presentation should not be considered to be comprehensive or to comprise all of the material which a potential investor in the Company may require in order to determine whether to deal in the New Shares. The information in this Presentation is of a general nature only and does not purport to be complete. It should be read in conjunction with the Company's periodic and continuous disclosure announcements which are available at www.verbrec.com and with the Australian Securities Exchange (ASX) announcements, which are available at www.asx.com.au. This Presentation does not take into account the financial situation, investment objectives, tax situation or particular needs of any person and nothing contained in this Presentation constitutes investment, legal, tax, accounting or other advice, nor does it contain all the information which would be required in a disclosure document or prospectus prepared in accordance with the requirements of the Corporations Act 2001 (Cth) (Corporations Act). Readers or recipients of this Presentation should, before making any decisions in relation to their investment or potential investment in the Company, consider the appropriateness of the information having regard to their own individual investment objectives and financial situation and seek their own professional investment, legal, taxation and accounting advice appropriate to their particular circumstances. The Placement will be conducted under section 708A of the Corporations Act and will be made to "professional investors" and "sophisticated investors" (as those terms are defined in section 708 (8) and 708(11) of the Corporations Act, respectively). This Presentation does not constitute or form part of any offer, invitation, solicitation or recommendation to acquire, purchase, subscribe for, sell or otherwise dispose of, or issue, any New Shares or any other financial product. Further, this Presentation does not constitute financial product, investment advice (nor tax, accounting or legal advice) or recommendation, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision. Past performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as(and is not) an indication of future performance. Certain statements in this Presentation are forward-looking statements. You can identify these statements by the fact that they use words such as "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", “target”, “may”, "assume", "should", "could", "predict", "propose", "forecast", "outlook" and words of similar import. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause the actual results, performances and achievements to differ materially from any expected future results, performances or achievements expressed or implied by such forward-looking statements, including but not limited to competition, industry downturns, inability to enforce contractual and other arrangements, legislative and regulatory changes, sovereign and political risks, ability to meet funding requirements, dependence on key personnel and other market and economic factors. No representation, warranty or assurance (express or implied) is given or made by the Company that the forward-looking statements contained in this Presentation are accurate, complete, reliable or adequate or that they will be achieved or prove to be correct. No independent third party has reviewed the reasonableness of any such statements or assumptions. Subject to any continuing obligation under applicable law or relevant listing rules of the ASX, the Company disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements in this Presentation to reflect any change in expectations in relation to any forward-looking statements or any change in events, conditions or circumstances on which any such statements are based. Nothing in this Presentation shall under any circumstances create an implication that there has been no change in the affairs of the Company since the date of this Presentation. By attending an investor presentation or briefing, or by accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out in this disclaimer. verbrec evolution engineered 2#3Safety - zero harm, always Key initiatives: 3yrs since last recordable injury, TRIFR remains at 0 Managed COVID-19 risks, to date no confirmed cases amongst our team Some logistical challenges presented but continued to deliver safe and efficient services Use of mobile HSE App to digitalise recoding and reporting Company wide training on Authority to Stop Work Increased focus on fitness for work STOP WORK AUTHORITY The bearer of this card is fully authorised and obligated to stop any work activity or behavior they think may result in an HSE incident, and does so with my full authority and backing as LogiCamms CEO LOGICAMMS Linton Burns CEO FY 21 FY 16 FY 17 FY 18 FY 19 FY 20 End of Mar 2021 LTIFR 1.14 0 0 0 MTIFR 1.14 2.39 1.45 0 0 0 TRIFR 2.28 3.59 4.35 0 wwwwTelstr 1:07 pm HSE LOGICAMMS STEER Leadership Critical Risks 23 1 Incident Report O Harb Inspect Workplace verbrec evolution engineered 3#4SUPER 1. Company Overview verbrec evolution engineered 4#5Company Profile Verbrec Limited is a leading mid-tier engineering, project delivery and operations services business executing work across Australia, New Zealand, PNG and the Pacific Islands. Core industry markets spanning hydrocarbons, mining and infrastructure. - Our Services (spanning all phases of the life cycle of assets) Project Development x Project Delivery Engineering/Design epc EPC/M Project Management Construction Commissioning OPS & Maintenance 赢 Training ☑ Asset Management Commercial Services Innovation Products We provide some or all of these services | in each of our 6 Technical Specialties (Service Lines) Co amm ៣. LOGICAMMS ASSET MANAGEMENT COMPETENCY TRAINING A DIVISION OF LOGICAMMS LOGICAMMS DIGITAL INDUSTRY OSD PIPELINES A DIVISION OF LOGICAMMS LOGICAMMS POWER LOGICAMMS MME PROCESS PLANT verbrec evolution engineered LO 5#6Verbrec History LOGICAMMS | C 1988 Camms & Logitech established 1988 1990 1995 OSD PIPELINES 1992 OSD founded, Brisbane office opened 2008-2009 Acquisition of MPA and Process Essentials 2007 Camms & Logitech merge to form LogiCamms and list on the ASX 2010-2012 Expanded multi discipline capabilities, EPC and training 2005 2010 2010 New Plymouth 2013 Acquisition of PFE (AU) and ITL (NZ) a leading specialist in oil and gas engineering services 2015 2014 Midstream alliance with 2000 2005 Perth office opened office global opened 2006 Asset Services established fund 2009 2007 PIPED Training Slurry infrastructure 2016 Competency Training (CT) launched CT COMPETENCY TRAINING 2019 LogiCamms acquired by OSD which recapitalised the company and created a strong mid-tier service provider established 2008 Slurry Pipelines established Rheology lab established 2013 OSD Capital established 2012 Awarded 1st Joint Venture EPC project 2011 GWB Engineering acquired 2020 2019 OSD acquires Logicamms via reverse takeover verbrec evolution engineered 2021 Verbrec acquires Site Skills 2020 Verbrec acquires Energy Infrastructure Management (EIM) verbrec evolution engineered#72. FY21 1H Highlights verbrec evolution engineered 7#8H1 FY21 Financial performance H1 FY21 H1 FY20 Change to PCP Revenue Gross Profit 47.6m 64.5m (16.9m) 15.9m 20.0m (4.1m) Gross Margin % 33.3% 30.9% 2.4% General & Admin Costs (14.8m) (16.8m) (2.0m) Statutory EBITDA 4.0m 4.9m (0.9m) Statutory EBITDA Margin % 8.3% 7.6% 0.7% NPAT 1.1m 2.1m (1.0m) Basic EPS (Cents) 0.6 1.0 (0.4) Net Cash Position¹ 3.5m 0.1m 3.4m Closing Cash Position 11.1m 10.6m 0.5m 1. Cash on hand less borrowings and lease liabilities Outperformed against internal EBITDA and NPBT budgets H1 FY20 results benefited from a large pipeline EPC project that reached practical completion and contributed revenues of circa $7.9m during that prior period. Gross Margins increased 2.4% over prior corresponding period to 33.3% through work mix, new project delivery systems and strengthened project delivery capability Considerable savings achieved in general and administration costs driven by better utilised billable employees, reduced overhead employees, non-recoverable travel and leasing costs Statutory EBITDA margins improved 0.7% over prior corresponding period to 8.3% Continued strong focus on cost and working capital management with net cash increasing $3.4M over prior corresponding period. New ERP system launched in early January 2021 which will deliver efficiency benefits across the business and provide a platform for growth verbrec evolution engineered 8#9Operational overview by Service Line The Verbrec Legacy Verbrec continues to reinforce its core competencies as recognised experts in each of its six specialty areas and has over $45m work in hand as at end January 2021. We expect work in hand to increase between now and the end of FY21, assuming commodity prices hold firm and deferred projects are awarded LOGICAMMS ASSET MANAGEMENT CT COMPETENCY TRAINING A DIVISION OF LOGICAMMS LOGICAMMS ICAM DIGITAL INDUSTRY OSD PIPELINES A DIVISION OF LOGICAMMS Exceeded internal expectations despite the impact of lower oil & gas prices and reduced sell rates offered to some long-standing clients. Continued to develop opportunities in WA, a major area of future growth Some clients reluctant to attend face-to-face courses. Rolled out remote learning, virtual reality and e-learning. Training delivered in new markets including NT and NZ Ongoing execution of control system upgrades for major water utility companies throughout Australia. Some COVID induced productivity impacts experienced which remain subject to notice of delay and variations (totaling up to $2m) Some delays seen in award of new projects and deferral by asset owners of ad-hoc integrity works Creating and Transforming Assets LOGICAMMS POWER LogiCamMS C PROCESS PLANT Secure, cost-effective and robust power solutions including system design and modeling that are code compliant and tailored to client's requirements Solid first half, contributed largest % of revenue of all service lines and planning expansion into SA and WA to Build a Smarter Future verbrec evolution engineered#10GAYON NILSEN 3. Strategic Initiatives & Growth Strategy verbrec evolution engineered 10#11Refocussed Growth Strategy Achieved Successfully completed rebranding of LogiCamms to Verbrec and renewed the Board and Management Bolstered business development capability in key Australian markets Executed first strategic acquisition, Energy Infrastructure Management (EIM), as a bolt on to Verbrec's OSD Asset Service Line (refer announcements 29th/31st December 2020) Executed second strategic acquisition, acquired assets of Site Skills Group Pty Ltd (refer announcements 26 February 2021 and 12 April 2021) Reinforcement of our core capabilities across our six service lines through increased marketing efforts and appointment of technical service line leads Grow non-project-based revenue including commercialisation of technology products Significant portion of EIM's revenues come from long-dated Operations and Maintenance contracts StacksOnTM being deployed by global mining company The Board has adopted a Dividend Policy of 30% to 60% of NPAT¹ In-flight Bidding on several larger projects including EPC within our core capabilities Further bolt-on M&A opportunities being assessed 1. Subject to the Board's discretion taking into account the general business and financial conditions, current budgets and financial forecasts, working capital requirements, taxation position and future capital expenditure requirements. verbrec evolution engineered 11#12Acquisition of EIM EIM (now re-branded OSD) is a full-service engineering, construction and operations management company with capabilities across engineering, project execution and operations and maintenance of pipelines and associated infrastructure OPERATIONS & MAINTENANCE STUDIES & ANALYTICS fit EPC Project Execution ENGINEERING & DESIGN PROCUREMENT CONSTRUCTION COMMISSIONING BROWNFIELDS INTEGRATION ASSET INTEGRITY FIELD SERVICES DUE DILIGENCE MANAGEMENT EIM Transaction overview and details ➤ Acquisition completed on 31 December 2020 Paid $3.2M (net of cash received) from existing cash reserves Arrow Energy agreed to extend existing O&M agreement by a further three years Expected to generate c.$4M in revenue uplift in H2FY21 Will be earning accretive in FY22 with cost synergies of at least $0.75 million per annum to be realised on track to deliver this target $3.2M in franking credits, available when Verbrec restores dividends Strategic rationale Adds scale (capability, systems, footprint) to Verbrec's Asset Services and Pipelines Engineering capability and cements Verbrec as a leading mid-tier engineering and operations service provider servicing the Oil & Gas industry Provides revenue diversification with long dated operations and maintenance contracts with tier 1 clients, strategically increasing non-project based revenues Fully integrated management and operating systems which is being rolled out across the OSD Pipelines business verbrec evolution engineered 12#13Acquisition of Site Skills Site Skills provides an extensive list of high-risk licence and qualifications in mining & resources, oil & gas, construction and engineering industries About Site Skills Operates facilities in Perth, Darwin, Gladstone and Brisbane (West & North) and offers courses including civil construction, gas transmission & distribution, health and safety, crane operation, load shifting and mobile plant Has provided skills training through approximately 200,000 courses to over 150,000 students over the past 10 years Transaction Overview and Details Asset purchase which includes selected employees and contractors, training facilities, student databases, trade and domain names. Verbrec is not responsible for restructure costs Announced 26th February, closed 12th April To be funded from existing cash and bank debt with $1.44M to be paid in consideration for the assets and a further $500k to be paid on satisfaction of conditions subsequent Two revenue based earn-outs, FY22 and FY23, $1.0M and $1.5M respectively. Competency Training revenues of $18M for FY22 and $20M for FY23 for full earn-outs to be achieved. Minimum revenues of $12M (below which no earn-out), pro-rata between $12M and the $18/$20M targets Strategic rationale ➤ Adds significant scale to existing training business - acquisition forecast to triple training revenue from ~$6M per annum to ~$18M per annum Scale will improve net margins via better coverage of relatively fixed compliance and back-office costs EPS accretive in FY21 due to $1.8M per annum in cost savings to existing Site Skills business, forecast to deliver ~$2M in EBITDA in FY22 Access to training facilities in strategic growth areas including Darwin and Gladstone verbrec evolution engineered 13#14Key Growth Drivers Leverage to strong macro conditions in ALL key Industries Mining: Australian Department of Industry is forecasting export volumes to grow from an estimated 860 million tonnes in 2019-2020 to 905 million tonnes by 2021-2022 Oil & Gas: Capex and other investment expected to rebound strongly with demand back to pre-COVID levels by 20231 Infrastructure: Significant Federal and State Government infrastructure spend in response to COVID expected to drive demand for Verbrec's service offering Organic Growth Larger projects: Well positioned to undertake larger projects within core capabilities due to strong balance sheet - StacksOn: Commercialise and further develop StacksOn – 3D visualization software of commodity stacker, reclaimer positioning, product location and material properties. Commercialise as a software solution. Strategic M&A, Bolt-on Acquisitions Increase service offering: Focus on strategic locations that offer strong growth opportunities and bolstering sub-scale service offerings Add scale: Increased scale provides opportunities to expand margins through improved cost coverage Integration: By integrating into existing Business Units provides maximum opportunity to extract synergies 1. World Energy Outlook Report 2020 verbrec evolution engineered 14#154. Capital Raising verbrec evolution engineered 15#16Capital Raising Overview • Offer Size and Structure Fully underwritten institutional placement of approximately 16.7 million shares to raise approximately $3.0 million ("Placement") The Placement is within Verbrec's current placement capacity under ASX Listing Rule 7.1 and 7.1A New shares issued via the Placement represent approximately 8.3% of the total shares of the Company prior to the issue of New Shares Issue price of $0.18 per share, representing: . 5.3% discount to the last traded price ($0.1900) Offer Pricing • • 6.8% discount to the previous 5 day VWAP ($0.1932) 9.2% discount to the previous 10 day VWAP ($0.1982) 9.4% discount to the previous 30 day VWAP ($0.1986) . Fund initial working capital requirement associated with the SITE asset acquisition; Use of Funds • Further costs associated with the commercialisation of StacksOn; and Corporate costs of the Offer Ranking • New shares issued under the Placement will rank equally with existing Verbrec shares on issue from the date of issue verbrec evolution engineered 16#17Sources & Uses of Funds Sources Institutional Placement Total Uses A$ million Site Skills Acquisition $3.0 $3.0 A$ million 1. Working capital - Site Skills acquisition $2.0 2. Commercialisation of StacksOn and working capital $0.8 3. Offer costs $0.2 Total $3.0 As the Site Skills acquisition is an asset purchase, Verbrec is required to fund the initial working capital of the acquired business. Based on historical analysis, it is forecasted that $2.0M will be required. Commercialisation and Working Capital Further commercialise Verbrec's Stacks On software including the production of a dedicated web site and to further enhance sales materials. Increased working capital to strengthen the Company's balance sheet and support tendering of larger jobs verbrec evolution engineered 17#18Indicative Timetable Trading halt Placement bookbuild opens Placement bookbuild closes Trading halt lifted, announcement of Placement and shares re- commence trading on ASX Settlement of New Shares issued under the Placement Allotment of New Shares issued under the Placement Pre-market open Wednesday, 21 April 2021 Wednesday, 21 April 2021 Wednesday, 21 April 2021 Friday, 23 April 2021 Wednesday, 28 April 2021 Thursday, 29 April 2021 verbrec evolution engineered 18#195. Appendix verbrec evolution engineered 19#20Corporate Snapshot Share Price Performance¹ 1,800,000 1,600,000 1,400,000 1,200,000 1,000,000 800,000 the Mary 600,000 400,000 200,000 0 22-Apr-19 22-May-19 22-Jun-19 22-Jul-19 22-Aug-19 22-Sep-19 22-Oct-19 22-Nov-19 22-Dec-19 22-Jan-20 22-Feb-20 22-Mar-20 Volume 1. Since 20 April 2019 2. Cash on hand less borrowing and lease liabilities 22-Apr-20 22-May-20 22-Jun-20 22-Jul-20 22-Aug-20 22-Sep-20 22-Oct-20 22-Nov-20 22-Dec-20 22-Jan-21 Close Price (A$) 22-Feb-21 22-Mar-21 Capital structure 0.30 ASX code VBC 0.25 Market Cap (as at 20 April 2021) $38.0 million Share price (as at 20 April 2021) $0.190 0.20 Shares on issue 200.0 million 0.15 Cash (as at 31 December 2020) $11.1M 0.10 Net Cash Position² (as at 31 December 2020) $3.5M 0.05 Top 5 shareholders 0.00 Brian O'Sullivan 38.6% GFNA Bartley Family 9.1% Thorney Investment Group 8.6% Forager Funds Management Candyblossom/Bloemhof P/L 7.6% 6.5% verbrec evolution engineered 20#21Board of Directors Philip Campbell Non-Executive Chairman Phillip joined Verbrec in October 2019 and is an experienced independent non-executive director on publicly listed and private company boards. His executive experience includes MD and CEO roles in a range of manufacturing and engineering businesses, and he has significant experience in business turnarounds then growing businesses to restore value. Phillip has a Bachelor of Electrical and Electronics Engineering from the University of Queensland and is a graduate of the Australian Institute of Company Directors. Brian O'Sullivan Non-Executive Director As the former founder and Chairman of OSD, Brian joined the Verbrec Board in June 2019, bringing with him over 30 years' experience in business management, project management and engineering, specialising in the design, construction and maintenance of major pipelines and petrochemical facilities across Australia, PNG and South East Asia. Brian's key strengths include a strong technical knowledge and an in-depth understanding of commercial business activities. Brian has been a company director holding board positions for a range of entities, including Chairman of the Australian Muscular Dystrophy Foundation. Linton Burns Managing Director Linton has over 25 years of commercial, financial and business management experience in various roles including as Managing Director of OSD prior to the merger with Verbrec. Linton has significant corporate transaction experience including M&A and capital raising with ASX and Nasdaq listed entities and has held executive positions across a range of industries including Engineering; Infrastructure; Bio- technology and Credit Referencing. He has a Bachelor of Accountancy and is a member of the Institute of Chartered Accountants Australia. Matthew Morgan Non-Executive Director Matthew joined Verbrec in October 2019 and is an experienced independent non- executive director on publicly listed and private company boards. In addition to his role with Verbrec, he currently serves as a non-executive director and Chair of the Audit and Risk Committee for Total Brain (ASX:TTB). Matthew began his career as an Institutional Venture Capital fund manager with QIC Limited and brings significant commercial experience including M&A and capital raising to the Verbrec Board. Matthew has a Bachelor of Commerce from Griffith University, a Bachelor of Applied Science and an MBA from Queensland University of Technology, and was Australia's first Kauffman Fellow. Sarah Zeljko Non-Executive Director Sarah joined the Verbrec Board in September 2020, bringing with her extensive executive, operational, governance and advisory experience gained across multiple large ASX listed, government and private corporations. She is recognised for her commercial acumen in negotiating commercial agreements, and experience in capital raising, M&A, construction, infrastructure and project management. Sarah is a Graduate of the Australian Institute of Company Directors (GAICD), a Graduate of the Australian Superannuation Trustees (GAIST) and an admitted Legal Practitioner. She has previously held roles as General Counsel and Company Secretary for G8 Education (ASX:GEM), the Wiggins Island Coal Export Terminal (WICET), and Cement Australia. Sarah currently holds positions on the Boards of Powerlink, Unitywater, Energy Super, Millovate and Stockyard Beef. verbrec evolution engineered 21#22Overbrec evolution engineered